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रजिस्ट्री सं. डीएल—(एन)-04/0007/2003—05 REGISTERED No. DL—(N)-04/0007/2003—05

साप्ताहिक/WEEKLY

प्राधिकार से प्रकाशित

PUBLISHED BY AUTHORITY

सं. 20] नई दिल्ली, शनिवार, मई 20—मई 26, 2017 (वैशाख 30, 1939)

No. 20] NEW DELHI, SATURDAY, MAY 20—MAY 26, 2017 (VAISAKHA 30, 1939)

इस भाग में भिन्न पृष्ठ संख्या दी जाती है जिससे कि यह अलग संकलन के रूप में रखा जा सके

(Separate paging is given to this Part in order that it may be filed as a separate compilation)

भाग III—खण्ड 4

[PART III—SECTION 4]

[सांविधिक निकायों द्वारा जारी की गई विविध अधिसूचनाएं जिसमें कि अधिसूचनाएं, आदेश, विज्ञाापन और सूचनाएं

सम्मिलित ह]

[Miscellaneous Notifications including Notifications, Orders, Advertisements and Notices issued by

Statutory Bodies]

——————

1.

(i)

(ii)

(iii)

1—79 GI/2017

(91)92 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 2.

I.

II.

(i) (ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 93 (x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

जमाओं

(i) (ii)

(iii) (iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)94 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 (I)

(II)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 95 (i)

(ii)

(iii)

(i)

(ii)

(i)

अनुलग्नक-I के अनुसार, प्रस्तावित निदेशकों शेयरधारकों के विषय में सूचना;

96 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4

(ii)

(i)

(ii)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 97 98 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 (i)

`

(ii)

(iii)

*

*

पतारटेलीफोन नम्बर/भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 99 समूह की उस उन कंपनी के नाम जो आवास वित्त/कंपनियां हैं

निषेध होय आवास बैंक द्वारा राष्ट्री/अभियोग चलाया गया हो?

या किसी भी निकाय के विरुद्ध जिससे वह जुड़ा हो

5 वर्षों में

क्या कारपोरेट को किसी भी समय सीमा शुल्क (मकस्ट)/उत्पाद

शुल्क अथवा/विदेशी मुद्रा विनियम/आयकर/अपेक्षित/ विनियमों/प्राधिकारों के नियमों राजस्व अन्य घन का दोषी पाया गया है कानूनों के उल्लंघन यदि हां, तो उसका विवरण दें

प्रवर्तक, कारपोरेट के प्रमुख/शेयरधारक100 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 I.

(i)

I

II

(ii)

II.

I

III.

I.

II.

III.

IV.

भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 101

I.

(i)

(ii)

II.

(i)

(ii)

(iii)

(iv)

(v)102 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 a)

b)

c)

d)

e)

f)

I.

भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 103

II.

III.

IV.

104 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4

V.

VI

(i)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 105 (ii)

(iii)

(iv)

(v)

(vi)106 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 (i)

(ii)

(iii)

(i)

(ii)

(iii)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 107 (iv)

(v)108 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4

(i)
(ii)
(iii)
(iv)
(v)

[` ` ` ` ] :

भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 109
(i)
(ii)
(iii)
(i)
(ii)
(iii)
(iv)

3.4.

(i)
(ii)
(iii)
(iv) $
(v) @
$
@
110 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4

` ` ` `

(i)
(ii)
(iii)
(iv)

a)

b)भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 111 c)

d)

` ` ` `

(i)
(ii)
(iii)
(iv)

` ` ` `

. /

(I)

(II)

(I)

i.) ii.)112 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 (II)

i.)

ii.)

i.)

ii.)

` ` ` `

(i)
(ii)
(iii)
(iv)
(v)

[` ` ` ` ]

(i)
(ii)
(iii)
(iv)
(v)

:

` ` ` `भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 113 ` ` ` `

` ` ` `

` ` ` `

a)

(i)

(ii)114 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 (iii)

b)

` ` ` `

(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii) उद्यम
भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 115

उद्योग116 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 दृष्टिकोण

` ` ` `

` ` ` `भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 117 ` ` ` `118 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 ` ` ` `

` ` ` `

` ` ` `

` ` ` `

` ` ` `

(I)
(II)
भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) भाग III—खण्ड 4] 119

(III)

(IV)

` ` ` `120 भारत का राजपत्र, मई 20, 2017 (वैशाख 30, 1939) [भाग III—खण्ड 4 PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 121

NATIONAL HOUSING BANK

New Delhi, the 3rd February 2017

No. NHB.HFC.AR-DIR.1/MD&CEO/2016—The National Housing Bank having considered it necessary in the public interest and being satisfied that for the purpose of enabling it to regulate the housing finance system of the country to its advantage, it is necessary to give the directions as set out below, in exercise of the powers conferred, by sub-section (1A) of sections 33 of the National Housing Bank Act, 1987 (53 of 1987) and of all the powers enabling it in this behalf, gives Directions hereinafter specified.

1. Short title, commencement and applicability of the Directions

(i) These Directions shall be known as the "Housing Finance Companies – Auditor's Report (National Housing Bank) Directions, 2016".

(ii) Unless otherwise directed by the National Housing Bank (NHB), these Directions shall be applicable to every auditor of a Housing Finance Company (HFC) as defined in paragraph 2(1)(m) of the Housing Finance Companies (NHB) Directions, 2010.

(iii) These Directions shall come into force with immediate effect.

2. Auditors to submit additional Report to the Board of Directors

In addition to the Report made by the auditor under Section 143 of the Companies Act, 2013 on the accounts of a housing finance company examined for every financial year ending on any day on or after the commencement of these Directions, the auditor shall also make a separate report to the Board of Directors of the Company on the matters specified in paragraphs 3 and 4 below.

3. Material to be included in the Auditor's Report to the Board of Directors

The auditor's report on the accounts of a housing finance company shall include a statement on the following matters, namely:-

(A) In case of all Housing Finance Companies

I. Conducting Housing Finance Activity without a valid Certificate of Registration (CoR) granted by the NHB is an offence under chapter VII of the NHB Act, 1987. Therefore, if the company, which primarily transacts or has one of its principal objects, the transacting of the business of providing finance for housing, whether directly or indirectly, auditor shall examine whether the company has obtained a Certificate of Registration (CoR) from the NHB.

II. Whether the company is meeting the required Net Owned Fund (NOF) requirement as prescribed under Section 29A of the National Housing Bank Act, 1987 including paid up preference shares which are compulsorily convertible into equity.

(B) In case of a Housing Finance Companies accepting/holding public deposits

Apart from the matters enumerated in (A) above, the auditor shall include a statement on the following matters, namely:-

(i) Whether the housing finance company has complied with Section 29C of the National Housing Bank Act, 1987;

(ii) Whether the public deposits accepted by the housing finance company together with other borrowings indicated below viz.

(a) from public by issue of unsecured non-convertible debentures/ bonds;

(b) from its shareholders (if it is a public limited company); and

(c) which are not excluded from the definition of 'public deposit' in the Housing Finance Companies (NHB) Directions, 2010

are within the limits admissible to the company as per the provisions of the Housing Finance Companies (NHB) Directions, 2010;

(iii) Whether the public deposits held by the housing finance company in excess of the quantum of such deposits permissible to it under the provisions of the Housing Finance Companies (NHB) Directions, 2010 are regularised in the manner provided in the said Directions;

(iv) Whether the housing finance company is accepting/holding "public deposits" without minimum investment grade credit rating from an approved credit rating agency;

122 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

(v) In respect of housing finance company referred to in clause (iv) above,

(a) whether the credit rating, for each of the fixed deposits schemes that has been assigned by one of the Credit Rating Agencies mentioned in the Housing Finance Companies (NHB) Directions, 2010 is in force; and

(b) whether the aggregate amount of deposits outstanding as at any point during the year has exceeded the limit specified by the such Credit Rating Agency;

(vi) Whether the housing finance company has defaulted in paying to its depositors the interest and /or principal amount of the deposits after such interest and/or principal became due;

(vii) Whether the total borrowings of the housing finance company are within the limits prescribed under paragraph 3(2) of the Housing Finance Companies (NHB) Directions, 2010;

(viii) Whether the housing finance company has complied with the prudential norms on income recognition, accounting standards, asset classification, loan-to-value ratio, provisioning requirements, disclosure in balance sheet, investment in real estate, exposure to capital market and engagement of brokers, and concentration of credit/investments as specified in the Housing Finance Companies (NHB) Directions, 2010;

(ix) Whether the capital adequacy ratio as disclosed in the Schedule-II return submitted to the National Housing Bank in terms of the Housing Finance Companies (NHB) Directions, 2010 has been correctly determined and whether such ratio is in compliance with the minimum capital to risk weighted asset ratio (CRAR) prescribed therein;

(x) Whether the housing finance company has furnished to the Bank within the stipulated period the Schedule-II return as specified in the Housing Finance Companies (NHB) Directions, 2010;

(xi) Whether the housing finance company has complied with the liquid assets requirement as prescribed by the National Housing Bank in exercise of powers under section 29B of the National Housing Bank Act, 1987 and the requirements as specified in paragraphs 14 and 15 of the Housing Finance Companies (NHB) Directions, 2010;

(xii) Whether the housing finance company has furnished to the National Housing Bank within the stipulated period the Schedule-III return on Statutory Liquid Assets as specified in the Housing Finance Companies (NHB) Directions, 2010;

(xiii) Whether, in the case of opening of new branches /offices or in the case of closure of existing branches/offices, the housing finance company has complied with the requirements contained in the Housing Finance Companies (NHB) Directions, 2010.

(xiv) Whether the housing finance company has complied with the provisions contained in paragraph 38 and 38A of the Housing Finance Companies (NHB) Directions, 2010;

(xv) Whether the housing finance company has violated any provisions contained under restriction on acceptance of public deposits, period of public deposits, Joint public deposit, particulars to be specified in application form soliciting public deposits, ceiling on the rate of interest and brokerage and interest on overdue public deposits, renewal of public deposits before maturity as provided in Housing Finance Companies (NHB) Directions, 2010.

(C) In case of a Housing Finance Companies not accepting/holding public deposits

Apart from the matters enumerated in (A) above, the auditor shall include a statement on the following matters, namely:-

(i) Whether the housing finance company has complied with Section 29C of the National Housing Bank Act, 1987;

(ii) Whether the Board of Directors of the housing finance company has passed a resolution for non- acceptance of any public deposits;

(iii) Whether the housing finance company has accepted any public deposits during the relevant period/year;

(iv) Whether the total borrowings of the housing finance company are within the limits prescribed under paragraph 3(2) of the Housing Finance Companies (NHB) Directions, 2010;

(v) Whether the housing finance company has complied with the prudential norms on income recognition, accounting standards, asset classification, loan-to-value ratio, provisioning requirements, disclosure in balance sheet, investment in real estate, exposure to capital market and engagement of brokers, andPART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 123 concentration of credit/investments as specified in the Housing Finance Companies (NHB) Directions, 2010;

(vi) Whether the capital adequacy ratio as disclosed in the Schedule-II return submitted to the National Housing Bank in terms of the Housing Finance Companies (NHB) Directions, 2010 has been correctly determined and whether such ratio is in compliance with the minimum capital to risk weighted asset ratio (CRAR) prescribed therein;

(vii) Whether the housing finance company has furnished to the Bank within the stipulated period the Schedule-II return as specified in the Housing Finance Companies (NHB) Directions, 2010;

(viii) Whether the housing finance company has furnished to the National Housing Bank within the stipulated period the Schedule-III return on Statutory Liquid Assets as specified in the Housing Finance Companies (NHB) Directions, 2010;

(ix) Whether, in the case of opening of new branches /offices or in the case of closure of existing branches/offices, the housing finance company has complied with the requirements contained in the Housing Finance Companies (NHB) Directions, 2010;

(x) Whether the housing finance company has complied with the provisions contained in paragraph 38 and 38A of the Housing Finance Companies (NHB) Directions, 2010.

4. Reasons to be stated for unfavourable or qualified statements

Where, in the auditor's report, the statement regarding any of the items referred to in paragraph 3 above is unfavourable or qualified, the auditor's report shall also state the reasons for such unfavourable or qualified statement, as the case may be. Where the auditor is unable to express any opinion on any of the items referred to in paragraph 3 above, his report shall indicate such fact together with reasons therefor.

5. Obligation of auditor to report to the National Housing Bank

(I) Where, in the case of a housing finance company, the statement regarding any of the items referred to in paragraph 3 above, is unfavourable or qualified, or in the opinion of the auditor the company has not complied with:

a. the provisions of Chapter V of the National Housing Bank Act, 1987 (53 of 1987); or

b. Housing Finance Companies (NHB) Directions, 2010; or

c. Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis (NHB) Directions, 2014

it shall be the obligation of the auditor to make a report containing the details of such unfavourable or qualified statements and/or about the non-compliance, as the case may be, in respect of the housing finance company to the Department of Regulation & Supervision, National Housing Bank, New Delhi.

(II) The duty of the Auditor under sub-paragraph (I) shall be to report only the contraventions of the provisions of NHB Act, 1987, and Directions, Guidelines, instructions referred to in sub-paragraph (1) and such report shall not contain any statement with respect to compliance of any of those provisions.

6. Application of other laws not barred

The provisions of these Directions shall be in addition to, and not in derogation of the provisions of any other laws, rules, regulations or directions, for the time being in force.

7. Exemptions

The National Housing Bank may, if it considers it necessary for avoiding any hardship or for any other just and sufficient reason, grant extensions of time to comply with or exempt auditor of any housing finance company or class of housing finance companies, from all or any of the provisions of these Directions either generally or for any specified period subject to such conditions as the National Housing Bank may impose.

8. Interpretations

For the purpose of giving effect to the provisions of these directions, the National Housing Bank may, if it considers necessary, issue necessary clarifications in respect of any matter covered herein and the interpretation of any provision of these directions given by the National Housing Bank shall be final and binding on all the parties concerned.

124 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

9. Repeal and saving

The provisions of Chapter IV of the Housing Finance Companies (NHB) Directions, 2010 shall stand repealed by these Directions.

Notwithstanding such repeal,

a) any action taken, purported to have been taken or initiated under the Directions hereby repealed shall, continue to be governed by the provisions of said Directions

b) any reference in other Notifications issued by the Bank containing reference to the said repealed Directions, shall mean reference to these Directions, namely, Housing Finance Companies - Auditor's Report (National Housing Bank) Directions, 2016, after the date of repeal.

SRIRAM KALYANARAMAN Managing Director & Chief Executive Officer

————————

The 9th February 2017

No. NHB.HFC.ATC-DIR.1/MD&CEO/2016—The National Housing Bank having considered it necessary in the public interest and being satisfied that for the purpose of enabling it to regulate the housing finance system of the country to its advantage, it is necessary to give the directions as set out below, in exercise of the powers conferred, by sections 30A and 31 of the National Housing Bank Act, 1987 (53 of 1987) and of all the powers enabling it in this behalf, gives Directions hereinafter specified.

1. Short title, commencement and applicability of the Directions

(i) These Directions shall be known as the "Housing Finance Companies - Approval of Acquisition or Transfer of Control (National Housing Bank) Directions, 2016".

(ii) Unless otherwise directed by the National Housing Bank, these Directions shall be applicable to every Housing Finance Company (HFCs) registered under section 29A of the National Housing Bank Act, 1987 (53 of 1987).

(iii) These Directions shall come into force with immediate effect, i.e., the same will apply on any takeover or acquisition or control, any change in the shareholding or any change in the management occurring after the date of this notification.

2. Definitions

For the purpose of these Directions, unless the context otherwise requires,-

"control" shall have the same meaning as is assigned to it under clause (e) of sub-regulation (1) of regulation 2 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

3. Requirement to obtain prior approval of National Housing Bank for acquisition or transfer of control of HFCs (i) The prior written permission of the National Housing Bank shall be required for-

a) any takeover or acquisition of control of an HFC, which may or may not result in change of management;

b) any change in the shareholding of an HFC, including progressive increases over time, which would result in acquisition / transfer of shareholding of 26 per cent or more of the paid up equity capital of the HFC.

Provided that, prior approval would not be required in case of any shareholding going beyond 26% due to buyback of shares / reduction in capital where it has approval of a competent Court. However, the same is to be reported to the National Housing Bank not later than one month from the date of its occurrence;

c) any change in the management of the HFC which would result in change in more than 30 per cent of the directors, excluding independent directors.

Provided that, prior approval would not be required in case of directors who get re-elected on retirement by rotation.

(ii) Notwithstanding clause (i), HFCs shall continue to inform the National Housing Bank regarding any change in their directors/management as required in Housing Finance Companies (NHB) Directions, 2010.

4. Application for prior approval

(i) HFCs shall submit an application, in the company's letter head, for obtaining prior approval of the National Housing Bank under paragraph 3, along with the following documents:

a) Information about the proposed directors/shareholders as per Annex-I;

b) Sources of funds of the proposed shareholders acquiring the shares in the HFC;

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 125

c) Declaration by the proposed directors/shareholders that they are not associated with any unincorporated body that is accepting public deposits;

d) Declaration by the proposed directors /shareholders that they are not associated with any company, the application for Certificate of Registration (CoR) of which has been rejected by the National Housing Bank;

e) Declaration by the proposed directors/shareholders that there is no criminal case, including for offence under section 138 of the Negotiable Instruments Act, against them; and

f) Bankers' Report on the proposed directors/shareholders.

(ii) Applications in this regard shall be submitted to the General Manager, Department of Regulation & Supervision, National Housing Bank, New Delhi.

5. Requirement of Prior Public Notice about change in control/management

(i) A public notice of at least 30 days shall be given before effecting the sale of, or transfer of the ownership by sale of shares, or transfer of control, whether with or without sale of shares. Such public notice shall be given by the HFCs and also by the other party or jointly by the parties concerned, after obtaining the prior permission of the National Housing Bank.

(ii) The public notice shall indicate the intention to sell or transfer ownership/ control, the particulars of transferee and the reasons for such sale or transfer of ownership/control. The notice shall be published in at least one leading national and in one leading local (covering the place of registered office) vernacular newspaper.

6. Application of other laws not barred

The provisions of these Directions shall be in addition to, and not in derogation of the provisions of any other laws, rules, regulations or directions, for the time being in force.

7. Permission to accept public deposits in cases of acquisition or transfer of control of HFCs holding CoR valid for accepting public deposits

It may be clarified that in cases of acquisition or transfer of control of HFCs holding CoR valid for accepting public deposits, the National Housing Bank reserve the right to review the grant of permission to accept public deposits.

8. Repeal and saving

The provisions contained under Paragraph 19 of the Housing Finance Companies (NHB) Directions, 2010 shall stand repealed by these Directions.

Notwithstanding such repeal,

a) any action taken, purported to have been taken or initiated under the Directions hereby repealed shall, continue to be governed by the provisions of said Directions.

b) any reference in other Notifications issued by the National Housing Bank containing reference to the said repealed Directions, shall mean reference to these Directions, namely, the Housing Finance Companies - Approval of Acquisition or Transfer of Control (National Housing Bank) Directions, 2016, after the date of repeal.

9. Exemptions

The National Housing Bank may, if it considers it necessary for avoiding any hardship or for any other just and sufficient reason, grant extensions of time to comply with or exempt any housing finance company or class of housing finance companies, from all or any of the provisions of these Directions either generally or for any specified period subject to such conditions as the National Housing Bank may impose.

10. Interpretations

For the purpose of giving effect to the provisions of these directions, the National Housing Bank may, if it considers necessary, issue necessary clarifications in respect of any matter covered herein and the interpretation of any provision of these directions given by the National Housing Bank shall be final and binding on all the parties concerned.

SRIRAM KALYANARAMAN Managing Director & Chief Executive Officer126 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4 Annex-I

Annex-I (1) INFORMATION ABOUT THE PROPOSED PROMOTERS/DIRECTORS/SHAREHOLDERS OF THE COMPANY
Sr. No. Particulars Required Response
1 Name
2 Designation Chairman / Managing Director / Director / Chief Executive Officer
3 Nationality
4 Age (to be substantiated with date of birth)
5 Business Address
6 Residential Address
7 E-mail address / Telephone number
8 PAN under Income Tax Act
9 Director Identification Number (DIN)
10 Social security number/Passport No.*
11 Educational/professional qualifications
12 Professional Achievement relevant to the job
13 Line of business or vocation
14 Any other information relevant to the Company
15 Name/s of other companies in which the person has held the post of Chairman/ Managing Director / Director / Chief Executive Officer
16 Name/s of the regulators (RBI, SEBI, IRDA, PFRDA, NHB or any other foreign regulator) of the entities mentioned in which the persons hold directorships
17 Name/s of the HFCs, if any, with which the person is associated as Promoter, Managing Director, Chairman or Director which has been prohibited from accepting deposits / prosecuted by NHB ?
18 Detail of prosecution, if any, pending or commenced or resulting in conviction in the past against the person and/or against any of the entities he is associated with for violation of economic laws and regulations
19 Cases, if any, where the person or relatives of the person or the companies in which the person is associated with, are in default or have been in default in the last 5 years in respect of credit facilities obtained from any entity or bank
20 If a person is a member of a professional association/body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him/her or whether he/she has been banned from entry of any professional occupation at any time
21 Whether the person attracts any of the disqualification envisaged under Section 164 of the Companies Act, 2013
22 Has the person or any of the companies, he/ she is associated with, been subject to any investigation at the instance of the Government Department or Agency
23 Has the person at any time been found guilty of violations of rules/ regulations/ legislative requirements by Customs/ Excise/ Income Tax/Foreign Exchange/ Other Revenue Authorities, if so, give particulars
24 Experience in the business of HFC (number of years)
25 Equity shareholding in the company
(i) No. of shares ……………………………………..
(ii) Face value …………………………………...
(iii) Percentage to total paid up equity share capital of the company ……………………………………..
26 Name/s of the companies, firms and proprietary concerns in which the person holds substantial interest
27 Names of the principal bankers to the concerns at 26 above
28 Names of the overseas bankers*
29 Whether number of directorships held by the person exceeds the limits prescribed under Section 165 of the Companies Act, 2013
Signature :
Date : Name :
Place: Designation :
Company Seal :
* For foreign promoters / directors / shareholders Note: (i) Separate form shall be submitted in respect of each of the proposed promoters/ directors/ shareholders
Annex-I (2) INFORMATION ABOUT CORPORATE PROMOTER
Sr. No. Particulars Required Response
1 Name
2 Business Address
3 E-mail address/ Telephone number
4 PAN under Income Tax Act
5 Name and contact details of compliance officer
6 Line of business
7 The details of their major shareholders (more than 10%) and line of activity, if corporates
8 Names of the principal bankers/ overseas bankers *
PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 127 128 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4
* For foreign corporate 9 Name/s of the regulators (RBI, SEBI, IRDA, PFRDA, NHB or any other foreign regulator)
10 Name/s of Company/ies in the Group as defined in the Prudential Norms Directions
11 Name/s of the company/ies in the Group that are HFCs
12 Specify the names of companies in the group which have been prohibited from accepting deposits/prosecuted by NHB?
13 Detail of prosecution, if any, pending or commenced or resulting in conviction in the past against the corporate for violation of economic laws and regulations
14 Cases, if any, where the corporate, is in default or have been in default in the last 5 years in respect of credit facilities obtained from any entity or bank
15 Whether the corporate has been subject to any investigation at the instance of the Government Department or Agency
16 Has the Corporate at any time been found guilty of violations of rules/ regulations/ legislative by Customs/ Excise/ Income requirements Tax/Foreign Exchange/ Other Revenue Authorities, if so, give particulars
17 Has the promoter corporate/ majority shareholder of the promoter corporate, if a corporate, ever applied to NHB for CoR which has been rejected
Signature :
Date : Name :
Place: Designation :
Company Seal :

————————

No. NHB.HFC.CG-DIR.1/MD&CEO/2016—The National Housing Bank having considered it necessary in the public interest and being satisfied that for the purpose of enabling it to regulate the housing finance system of the country to its advantage, it is necessary to give the directions as set out below, in exercise of the powers conferred, by sections 30A and 31 of the National Housing Bank Act, 1987 (53 of 1987) and of all the powers enabling it in this behalf, gives Directions hereinafter specified.

1. Short title, commencement of the Directions

(i) These Directions shall be known as the "Housing Finance Companies – Corporate Governance (National Housing Bank) Directions, 2016".

(ii) These Directions shall come into force with immediate effect.

2. Extent of the Directions These Directions shall apply to every non-public deposit accepting Housing Finance Company (HFC) with assets size of 50 crore and above, as per the last audited balance sheet, and all public deposit accepting / holding Housing Finance Companies (HFCs), henceforth called Applicable HFCs.

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 129

3. Constitution of Committees of the Board

I. Audit Committee

(i) All Applicable HFCs shall constitute an Audit Committee, consisting of not less than three members of its Board of Directors.

Explanation I: The Audit Committee constituted by a Housing Finance Company as required under Section 177 of the Companies Act, 2013 shall be the Audit Committee for the purposes of this paragraph.

Explanation II: The Audit Committee constituted under this paragraph shall have the same powers, functions and duties as laid down in Section 177 of the Companies Act, 2013.

(ii) The Audit Committee must ensure that an Information System Audit of the internal systems and processes is conducted at least once in two years to assess operational risks faced by the HFCs.

II. Nomination Committee

All Applicable HFCs shall form a Nomination Committee to ensure 'fit and proper' status of proposed/ existing directors.

Explanation I: The Nomination Committee constituted under this paragraph shall have the same powers, functions and duties as laid down in Section 178 of the Companies Act, 2013.

III. Risk Management Committee

To manage the integrated risk, all Applicable HFCs shall form a Risk Management Committee, besides the Asset Liability Management Committee.

4. Fit and Proper Criteria

All applicable HFCs shall

I. ensure that a policy is put in place with the approval of the Board of Directors for ascertaining the fit and proper criteria of the directors at the time of appointment, and on a continuing basis. The policy on the fit and proper criteria shall be on the lines of the Guidelines contained in Annex-1;

II. obtain a declaration and undertaking from the directors giving additional information on the directors. The declaration and undertaking shall be on the lines of the format given in Annex-2;

III. obtain a Deed of Covenant signed by the directors, which shall be in the format as given in Annex-3.

IV. furnish to the National Housing Bank a quarterly statement on change of directors, and a certificate from the Managing Director of the HFC that fit and proper criteria in selection of the directors has been followed. The statement must reach National Housing Bank, New Delhi within 15 days of the close of the respective quarter. The statement submitted by HFCs for the quarter ending March 31, should be certified by the auditors.

Provided that the National Housing Bank, if it deems fit and in public interest, reserves the right to examine the fit and proper criteria of directors of any HFC irrespective of the asset size of such HFCs.

5. Disclosure and transparency

I. All Applicable HFCs shall put up to the Board of Directors, at regular intervals, as may be prescribed by the Board in this regard, the following:

(i) the progress made in putting in place a progressive risk management system and risk management policy and strategy followed by the HFC;

(ii) conformity with corporate governance standards viz., in composition of various committees, their role and functions, periodicity of the meetings and compliance with coverage and review functions, etc. II. All Applicable HFCs shall also disclose the following in their Annual Financial Statements, with effect from March 31, 2017:

(i) Registration/licence/authorisation, by whatever name called, obtained from other financial sector regulators;

(ii) ratings assigned by credit rating agencies and migration of ratings during the year;

(iii) penalties, if any, levied by any regulator;

(iv) information namely, area, country of operation and joint venture partners with regard to Joint ventures and overseas subsidiaries and130 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4 (v) Asset-Liability profile, NPAs and movement of NPAs, details of all off-balance sheet exposures, exposure to real estate, exposure to capital market, disclosure of complaints as also securitization / assignment transactions and other disclosures, as given in Annex-4.

6. Application of other laws not barred

The provisions of these Directions shall be in addition to, and not in derogation of the provisions of any other laws, rules, regulations or directions, for the time being in force.

7. Rotation of partners of the Statutory Auditors Audit Firm

All Applicable HFCs shall rotate the partner/s of the Chartered Accountant firm conducting the audit, every three years so that same partner does not conduct audit of the company continuously for more than a period of three years. However, the partner so rotated will be eligible for conducting the audit of the HFC after an interval of three years, if the HFC, so decides. HFCs shall incorporate appropriate terms in the letter of appointment of the firm of auditors and ensure its compliance.

8. Framing of Internal Guidelines

All applicable HFCs shall frame their internal guidelines on corporate governance with the approval of the Board of Directors, enhancing the scope of the guidelines without sacrificing the spirit underlying the above guidelines and it shall be published on the company's web-site, if any, for the information of various stakeholders.

9. Exemptions

The National Housing Bank may, if it considers it necessary for avoiding any hardship or for any other just and sufficient reason, grant extensions of time to comply with or exempt any housing finance company or class of housing finance companies, from all or any of the provisions of these Directions either generally or for any specified period subject to such conditions as the National Housing Bank may impose.

10. Interpretations

For the purpose of giving effect to the provisions of these directions, the National Housing Bank may, if it considers necessary, issue necessary clarifications in respect of any matter covered herein and the interpretation of any provision of these directions given by the National Housing Bank shall be final and binding on all the parties concerned.

SRIRAM KALYANARAMAN Managing Director & Chief Executive Officer

————————

Annex-1

'Fit and Proper' Criteria for Directors of Housing Finance Companies'

The importance of due diligence of Directors to ascertain suitability for the post by way of qualifications, technical expertise, track record, integrity, etc. needs no emphasis for any financial institution. It is proposed to follow the same guidelines mutatis muntandis in case of Housing Finance Companies also. While the National Housing Bank carries out due diligence on Directors before issuing Certificate of Registration to HFC, it is necessary that HFCs put in place an internal supervisory process on a continuing basis. Further, in order to streamline and bring in uniformity in the process of due diligence, while appointing Directors, HFCs are advised to ensure that the procedures mentioned below are followed and minimum criteria fulfilled by the persons before they are appointed on the Boards:

a) HFCs should undertake a process of due diligence to determine the suitability of the person for appointment / continuing to hold appointment as a Director on the Board, based upon qualification, expertise, track record, integrity and other 'fit and proper' criteria. HFCs should obtain necessary information and declaration from the proposed/existing Directors for the purpose in the format given at Annex-2.

b) The process of due diligence should be undertaken by the HFCs at the time of appointment / renewal of appointment.

c) The Boards of the HFCs should constitute Nomination Committees to scrutinize the declarations.

d) Based on the information provided in the signed declaration, Nomination Committees should decide on the acceptance or otherwise of the Directors, where considered necessary.

e) HFCs should obtain annually as on 31st March a simple declaration from the Directors that the information already provided has not undergone change and where there is any change, requisite details are furnished by them forthwith.

f) The Board of HFCs must ensure in public interest that the nominated/ elected Directors execute the deeds of covenants in the format given in Annex-3.

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 131

Annex-2

Name of HFC: _____________________________

Declaration and Undertaking by Director (with enclosures as appropriate as on ____________)

I. Personal details of Director

a. Full Name

b. Date of Birth

c. Educational Qualifications

d. Relevant Background and Experience

e. Permanent Address

f. Present Address

g. E-mail Address / Telephone Number

h. Director Identification Number

i. Permanent Account Number under the Income Tax

Act and name and address of Income Tax Circle

j. Relevant knowledge and experience

k. Any other information relevant to Directorship of

the HFC

II. Relevant Relationship of Director

a. List of Relatives if any who are connected with the HFC (Refer Section 6 and Schedule 1A of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013)

b. List of entities if any in which he/she is considered as being interested (Refer Section 299(3)(a) and Section 300 of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013)

c. List of entities in which he/she is considered as holding substantial interest within the meaning of HFC (NHB) Directions, 2010

d. Name of HFC in which he/she is or has been a member of the board (giving details of period during which such office was held)

e. Fund and non-fund facilities, if any, presently availed of by him/her and/or by entities listed in II (b) and (c) above from the HFC

f. Cases, if any, where the director or entities listed in II (b) and (c) above are in default or have been in default in the past in respect of credit facilities obtained from the HFC or any other HFC / bank.

III. Records of professional achievements

a. Relevant professional achievements

IV. Proceedings, if any, against the Director

a. If the director is a member of a professional association/body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him/her or whether he/she has been banned from entry into any profession/ occupation at any time.

132 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

b. Details of prosecution, if any, pending or commenced or resulting in conviction in the past against the director and/or against any of the entities listed in II (b) and (c) above for violation of economic laws and regulations.

c. Details of criminal prosecution, if any, pending or commenced or resulting in conviction in the last five years against the director.

d. Whether the director attracts any of the disqualifications envisaged under Section 274 of the Companies Act 1956 and corresponding provisions of New Companies Act, 2013?

e. Has the director or any of the entities at II (b) and (c) above been subject to any investigation at the instance of Government department or agency?

f. Has the director at any time been found guilty of violation of rules/regulations/ legislative requirements by customs/ excise /income tax/foreign exchange /other revenue authorities, if so give particulars.

g. Whether the director has at any time come to the adverse notice of a regulator such as SEBI, IRDA, MCA, RBI, etc.

(Though it shall not be necessary for a candidate to mention in the column about orders and findings made by the regulators which have been later on reversed/set aside in toto, it would be necessary to make a mention of the same, in case the reversal / setting aside is on technical reasons like limitation or lack of jurisdiction, etc. and not on merit, If the order of the regulator is temporarily stayed and the appellate / court proceedings are pending, the same also should be mentioned.)

V. Any other explanation / information in regard to items I to III and other information considered relevant for judging fit and proper.

Undertaking

I confirm that the above information is to the best of my knowledge and belief true and complete. I undertake to keep the HFC fully informed, as soon as possible, of all events which take place subsequent to my appointment which are relevant to the information provided above.

I also undertake to execute the deed of covenant required to be executed by all Directors of the HFC.

Signature

Place :

Date :

VI. Remarks of Chairman of Nomination Committee / Board of Directors of HFC

Signature

Place :

Date :

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 133

Annex-3

Form of Deed of Covenants with a Director

THIS DEED OF COVENANTS is made this ………. day of …………………. Two Thousand……………………..BETWEEN …………………………………… having its registered office at …………………………………………………….. (hereinafter called the "HFC") of the one part and Mr/Ms ………………………….. of ……………………………………….. (hereinafter called the "Director") of the other part.

WHEREAS

A. The director has been appointed as a director on the Board of Directors of the HFC (hereinafter called "the Board") and is required as a term of his / her appointment to enter into a Deed of Covenants with the HFC.

B. The director has agreed to enter into this Deed of Covenants, which has been approved by the Board, pursuant to his said terms of appointment.

NOW IT IS HEREBY AGREED AND THIS DEED OF COVENANTS WITNESSETH AS FOLLOWS:

1. The director acknowledges that his / her appointment as director on the Board of the HFC is subject to applicable laws and regulations including the Memorandum and Articles of Association of the HFC and the provisions of this Deed of Covenants.

2. The director covenants with the HFC that:

(i) The director shall disclose to the Board the nature of his / her interest, direct or indirect, if he / she has any interest in or is concerned with a contract or arrangement or any proposed contract or arrangement entered into or to be entered into between the HFC and any other person, immediately upon becoming aware of the same or at meeting of the Board at which the question of entering into such contract or arrangement is taken into consideration or if the director was not at the date of that meeting concerned or interested in such proposed contract or arrangement, then at the first meeting of the Board held after he / she becomes so concerned or interested and in case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board held after the director becomes concerned or interested in the contract or arrangement.

(ii) The director shall disclose by general notice to the Board his / her other directorships, his / her memberships of bodies corporate, his / her interest in other entities and his / her interest as a partner or proprietor of firms and shall keep the Board apprised of all changes therein.

(iii) The director shall provide to the HFC a list of his / her relatives as defined in the Companies Act, 1956 or 2013 and to the extent the director is aware of directorships and interests of such relatives in other bodies' corporate, firms and other entities.

(iv) The director shall in carrying on his / her duties as director of the HFC:

a) use such degree of skill as may be reasonable to expect from a person with his / her knowledge or experience;

b) in the performance of his / her duties take such care as he / she might be reasonably expected to take on his / her own behalf and exercise any power vested in him / her in good faith and in the interests of the HFC;

c) shall keep himself / herself informed about the business, activities and financial status of the HFC to the extent disclosed to him / her;

d) attend meetings of the Board and Committees thereof (collectively for the sake of brevity hereinafter referred to as "Board") with fair regularity and conscientiously fulfil his / her obligations as director of the HFC;

e) shall not seek to influence any decision of the Board for any consideration other than in the interests of the HFC;

f) shall bring independent judgment to bear on all matters affecting the HFC brought before the Board including but not limited to statutory compliances, performance reviews, compliances with internal control systems and procedures, key executive appointments and standards of conduct;

g) shall in exercise of his / her judgement in matters brought before the Board or entrusted to him / her by the Board be free from any business or other relationship which could materially interfere with the exercise of his / her independent judgement; and134 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4 h) shall express his / her views and opinions at Board meetings without any fear or favour and without any influence on exercise of his / her independent judgement;

(v) The director shall have:

a) fiduciary duty to act in good faith and in the interests of the HFC and not for any collateral purpose;

b) duty to act only within the powers as laid down by the HFC's Memorandum and Articles of Association and by applicable laws and regulations; and

c) duty to acquire proper understanding of the business of the HFC.

(vi) The director shall:

a) not evade responsibility in regard to matters entrusted to him / her by the Board;

b) not interfere in the performance of their duties by the whole-time Directors and other officers of the HFC and wherever the director has reasons to believe otherwise, he / she shall forthwith disclose his / her concerns to the Board; and

c) not make improper use of information disclosed to him / her as a member of the Board for his / her or someone else's advantage or benefit and shall use the information disclosed to him / her by the HFC in his / her capacity as director of the HFC only for the purposes of performance of his / her duties as a director and not for any other purpose.

d) make declaration to the effect that:

(i) he/she has not been associated with any unincorporated body that is accepting deposits;

(ii) he/she has not been associated with any company, the application for Certificate of Registration (CoR) of which has been rejected by the National Housing Bank;

(iii) there is no criminal case, including for offence under section 138 of the Negotiable Instruments Act, against him/her.

3. The HFC covenants with the director that:

(i) the HFC shall apprise the director about:

a) Board procedures including identification of legal and other duties of Director and required compliances with statutory obligations;

b) control systems and procedures;

c) voting rights at Board meetings including matters in which Director should not participate because of his / her interest, direct or indirect therein;

d) qualification requirements and provide copies of Memorandum and Articles of Association;

e) corporate policies and procedures;

f) insider dealing restrictions;

g) constitution of, delegation of authority to and terms of reference of various committees constituted by the Board;

h) appointments of Senior Executives and their authority;

i) remuneration policy;

j) deliberations of committees of the Board, and

k) communicate any changes in policies, procedures, control systems, applicable regulations including Memorandum and Articles of Association of the HFC, delegation of authority, Senior Executives, etc. and appoint the compliance officer who shall be responsible for all statutory and legal compliance.

(ii) the HFC shall disclose and provide to the Board including the director all information which is reasonably required for them to carry out their functions and duties as a director of the HFC and to take informedPART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 135 decisions in respect of matters brought before the Board for its consideration or entrusted to the director by the Board or any committee thereof;

(iii) the disclosures to be made by the HFC to the Directors shall include but not be limited to the following:

a) all relevant information for taking informed decisions in respect of matters brought before the Board;

b) HFC's strategic and business plans and forecasts;

c) organisational structure of the HFC and delegation of authority;

d) corporate and management controls and systems including procedures;

e) economic features and marketing environment;

f) information and updates as appropriate on HFC's products;

g) information and updates on major expenditure;

h) periodic reviews of performance of the HFC; and

i) report periodically about implementation of strategic initiatives and plans.

(iv) the HFC shall communicate outcome of Board deliberations to Directors and concerned personnel and prepare and circulate minutes of the meeting of Board to Directors in a timely manner and to the extent possible within two business days of the date of conclusion of the Board meeting; and

(v) advise the director about the levels of authority delegated in matters placed before the Board.

4. The HFC shall provide to the director periodic reports on the functioning of internal control system including effectiveness thereof.

5. The HFC shall appoint a compliance officer who shall be a senior executive reporting to the Board and be responsible for setting forth policies and procedures and shall monitor adherence to the applicable laws and regulations and policies and procedures including but not limited to directions of National Housing Bank and other concerned statutory and governmental authorities.

6. The director shall not assign, transfer, sublet or encumber his / her office and his / her rights and obligations as director of the HFC to any third party provided that nothing herein contained shall be construed to prohibit delegation of any authority, power, function or delegation by the Board or any committee thereof subject to applicable laws and regulations including Memorandum and Articles of Association of the HFC.

7. The failure on the part of either party hereto to perform, discharge, observe or comply with any obligation or duty shall not be deemed to be a waiver thereof nor shall it operate as a bar to the performance, observance, discharge or compliance thereof at any time or times thereafter.

8. Any and all amendments and / or supplements and / or alterations to this Deed of Covenants shall be valid and effectual only if in writing and signed by the director and the duly authorised representative of the HFC.

9. This Deed of Covenants has been executed in duplicate and both the copies shall be deemed to be originals.

IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT ON THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.

For the HFC

Director

By …………………..

Name:

Name:

Title:

In the presence of:

1………………………………..

2. ………………………….

136 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

Annex-4 Indicative List of Balance Sheet Disclosure for HFCs with Asset Size 50 crore and above and Public Deposit Taking / Holding HFCs

1. Minimum Disclosures

At a minimum, the items listed in this Annex should be disclosed in the Notes to Accounts (NTA) by all applicable H FCs. The disclosures listed are intended only to supplement, and not to replace, other disclosure requirements as applicable.

2. Summary of Significant Accounting Policies

HFCs should disclose the accounting policies regarding key areas of operations at one place along with NTA in their financial statements. A suggestive list includes – Basis of Accounting, Transactions involving Foreign Exchange, Investments - Classification, Valuation, etc. Advances and Provisions thereon, Fixed Assets and Depreciation, Revenue Recognition, Employee Benefits, Provision for Taxation, Net Profit, etc. 3. Disclosures:

3.1. Capital [ in Crore]

Particulars Current Year Previous Year
(i) CRAR (%)
(ii) CRAR – Tier I Capital (%)
(iii) CRAR – Tier II Capital (%)
(iv) Amount of subordinated debt raised as Tier- II Capital
(v) Amount raised by issue of Perpetual Debt Instruments

3.2. Reserve Fund u/s 29C of NHB Act, 1987

[ in Crore]

Particulars Current Year Previous Year
Balance at the beginning of the year
a) Statutory Reserve u/s 29C of the National Housing Bank Act, 1987
b) Amount of special reserve u/s 36(1)(viii)of Income Tax Act, 1961 taken into account for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987
c) Total
Addition / Appropriation / Withdrawal during the year
Add: a) Amount transferred u/s 29C of the NHB Act, 1987
b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987
Less: a) Amount appropriated from the Statutory Reserve u/s 29C of the NHB Act, 1987
b) Amount withdrawn from the Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account which has been taken into account for the purpose of provision u/s 29C of the NHB Act, 1987 Balance at the end of the year
a) Statutory Reserve u/s 29C of the National Housing Bank Act, 1987
b) Amount of special reserve u/s 36(1)(viii)of Income Tax Act, 1961 taken into account for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987
c) Total
PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 137

3.3. Investments

[ in Crore]

Particulars Current Year Previous Year
3.5.1. Value of Investments
(i) Gross value of Investments
(a) In India
(b) Outside India
(ii) Provisions for Depreciation
(a) In India
(b) Outside India
(iii) Net value of Investments
(a) In India
(b) Outside India
3.5.2. Movement of provisions held towards depreciation on investments
(i) Opening balance
(ii) Add: Provisions made during the year
(iii) Less: Write-off / Written-bank of excess provisions during the year
(iv) Closing balance

3.4. Derivatives 3.4.1. Forward Rate Agreement (FRA) / Interest Rate Swap (IRS)

[ in Crore]

Particulars Current Year Previous Year
(i) The notional principal of swap agreements
(ii) Losses which would be incurred if counterparties failed to fulfil their obligations under the agreements
(iii) Collateral required by the HFC upon entering into swaps
(iv) Concentration of credit risk arising from the swaps $
(v) The fair value of the swap book @
Note: Nature and terms of the swaps including information on credit and market risk and the accounting policies adopted for recording the swaps should also be disclosed.
$ Examples of concentration could be exposures to particular industries or swaps with highly geared companies.
@ If the swaps are linked to specific assets, liabilities, or commitments, the fair value would be the estimated amount that the HFC would receive or pay to terminate the swap agreements as on the balance sheet date.
138 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

3.4.2. Exchange Traded Interest Rate (IR) Derivative

[ in Crore]

Particulars Amount
(i) Notional principal amount of exchange traded IR derivatives undertaken during the year (instrument-wise)
(a)
(b)
(c)
(ii) Notional principal amount of exchange traded IR derivatives outstanding as on 31st March ……..….. (instrument-wise)
(a)
(b)
(c)
(iii) Notional principal amount of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)
(a)
(b)
(c)
(iv) Mark-to-market value of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)
(a)
(b)
(c)

3.4.3. Disclosures on Risk Exposure in Derivatives

A. Qualitative Disclosure

HFCs shall describe their risk management policies pertaining to derivatives with particular reference to the extent to which derivatives are used, the associated risks and business purposes served. The discussion shall also include:

a) the structure and organization for management of risk in derivatives trading,

b) the scope and nature of risk measurement, risk reporting and risk monitoring systems,

c) policies for hedging and / or mitigating risk and strategies and processes for monitoring the continuing effectiveness of hedges / mitigants, and

d) accounting policy for recording hedge and non-hedge transactions; recognition of income, premiums and discounts; valuation of outstanding contracts; provisioning, collateral and credit risk mitigation.

B. Quantitative Disclosure [ in Crore]

Particulars Currency Derivatives Interest Rate Derivatives
(i) Derivatives (Notional Principal Amount)
(ii) Marked to Market Positions [1]
(a) Assets (+)
(b) Liability (-)
(iii) Credit Exposure [2]
(iv) Unhedged Exposures

3.5. Securitisation

3.5.1. The NTA of the originating HFCs should indicate the outstanding amount of securitised assets as per books of the SPVs sponsored by the HFC and total amount of exposures retained by the HFCPART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 139 as on the date of balance sheet towards the Minimum Retention Requirements (MRR). These figures should be based on the information duly certified by the SPV's auditors obtained by the originating HFC from the SPV. These disclosures should be made in the format given below.

[ in Crore]

Particulars No. / Amount
1. No of SPVs sponsored by the HFC for securitisation transactions*
2. Total amount of securitised assets as per books of the SPVs sponsored
3. Total amount of exposures retained by the HFC towards the MRR as on the date of balance sheet
(I) Off-balance sheet exposures towards Credit Enhancements
a)
b)
(II) On-balance sheet exposures towards Credit Enhancements
a)
b)
4. Amount of exposures to securitisation transactions other than MRR
(I) Off-balance sheet exposures towards Credit Enhancements
a) Exposure to own securitizations
i.)
ii.)
b) Exposure to third party securitisations
i.)
ii.)
(II) On-balance sheet exposures towards Credit Enhancements
a) Exposure to own securitisations
i.)
ii.)
b) Exposure to third party securitisations
i.)
ii.)
*Only the SPVs relating to outstanding securitisation transactions may be reported here

3.5.2. Details of Financial Assets sold to Securitisation / Reconstruction Company for Asset Reconstruction

Particulars Current Year Previous Year
(i) No. of accounts
(ii) Aggregate value (net of provisions) of accounts sold to SC / RC
(iii) Aggregate consideration
(iv) Additional consideration realized in respect of accounts transferred in earlier years
(v) Aggregate gain / loss over net book value
Particulars Current Year Previous Year
(i) No. of accounts
(ii) Aggregate value (net of provisions) of accounts assigned (iii) Aggregate consideration
(iv) Additional consideration realized in respect of accounts transferred in earlier years
(v) Aggregate gain / loss over net book value
140 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

3.5.4. Details of non-performing financial assets purchased / sold

HFCs which purchase non-performing financial assets from other HFCs shall be required to make the following disclosures in the NTA to their Balance sheets:

A. Details of non-performing financial assets purchased:

Particulars Current Year Previous Year
1. (a) No. of accounts purchased during the year
(b) Aggregate outstanding
2. (a) Of these, number of accounts restructured during the year
(b) Aggregate outstanding

B. Details of Non-performing Financial Assets sold:

Particulars Current Year Previous Year
1. No. of accounts sold
2. Aggregate outstanding
3. Aggregate consideration received

3.6. Assets Liability Management (Maturity pattern of certain items of Assets and Liabilities)

Particulars Up to 30/31 days (one month) Over 1 month & up to 2 months Over 2 months & up to 3 months Over 3 months & up to 6 months Over 6 month & up to 1 year Over 1 year & up to 3 years Over 3 years & up to 5 years Over 5 years & up to 7 years Over 7 years & up to 10 years Over 10 Years Total
Liabilities
Deposits
Borrowings from Bank
Market Borrowing
Foreign Currency Liabilities
Assets
Advances
Investments
Foreign Currency Assets
PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 141

3.7. Exposure 3.7.1. Exposure to Real Estate Sector

Category Current Year Previous Year
a) Direct Exposure
(i) Residential Mortgages -
Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented; (Individual housing loans up to 15 lakh may be shown separately)
(ii) Commercial Real Estate -
Lending secured by mortgages on commercial real estates (office buildings, retail space, multi-purpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc.). Exposure would also include non- fund based (NFB) limits;
(iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures -
a) Residential
b) Commercial Real Estate
b) Indirect Exposure
Fund based and non-fund based exposures on National Housing Bank (NHB) and Housing Finance Companies (HFCs)

3.7.2. Exposure to Capital Market [ in Crore]

Particulars Current Year Previous Year
(i) direct investment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt;
(ii) advances against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, and units of equity-oriented mutual funds;
(iii) advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity oriented mutual funds are taken as primary security;
(iv) advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the primary security other than shares / convertible bonds / convertible debentures / units of equity oriented mutual funds 'does not fully cover the advances;
(v) secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers;
(vi) loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis for meeting promoter's contribution to the equity of new companies in anticipation of raising resources;
(vii) bridge loans to companies against expected equity flows / issues;
(viii) All exposures to Venture Capital Funds (both registered and unregistered)
Total Exposure to Capital Market
142 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

3.7.3. Details of financing of parent company products

3.7.4. Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the HFC

The HFC should make appropriate disclosure in the NTA to the annual financial statements in respect of the exposures where the HFC had exceeded the prudential exposure limits during the year. The sanctioned limit or entire outstanding, whichever is high, shall be reckoned for exposure limit.

3.7.5. Unsecured Advances

a) For determining the amount of unsecured advances the rights, licenses, authorisations, etc., charged to the HFCs as collateral in respect of projects (including infrastructure projects) financed by them, should not be reckoned as tangible security. Hence such advances shall be reckoned as unsecured.

b) HFCs should also disclose the total amount of advances for which intangible securities such as charge over the rights, licenses, authority, etc. has been taken as also the estimated value of such intangible collateral. The disclosure may be made under a separate head in NTA. This would differentiate such loans from other entirely unsecured loans.

4. Miscellaneous

4.1. Registration obtained from other financial sector regulators

4.2. Disclosure of Penalties imposed by NHB and other regulators

Consistent with the international best practices in disclosure of penalties imposed by the regulators, placing the details of the levy of penalty on the HFC in public domain will be in the interests of the investors and depositors. Further, strictures or directions on the basis of inspection reports or other adverse findings should also be placed in the public domain. The penalties should also be disclosed in the NTA.

4.3. Related party Transactions

a) Details of all material transactions with related parties shall be disclosed in the annual report b) The company shall disclose the policy on dealing with Related Party Transactions on its website and also in the Annual Report.

4.4. Rating assigned by Credit Rating Agencies and migration of rating during the year

4.5. Remuneration of Directors

All pecuniary relationship or transactions of the non-executive directors vis-à-vis the company shall be disclosed in the Annual Report.

4.6. Management

As part of the directors' report or as an addition thereto, a Management Discussion and Analysis report should form part of the Annual Report to the shareholders. This Management Discussion & Analysis should include discussion on the following matters within the limits set by the company's competitive position:

a) Industry structure and developments.

b) Opportunities and Threats.

c) Segment–wise or product-wise performance.

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 143

d) Outlook

e) Risks and concerns.

f) Internal control systems and their adequacy.

g) Discussion on financial performance with respect to operational performance.

h) Material developments in Human Resources / Industrial Relations front, including number of people employed.

4.7. Net Profit or Loss for the period, prior period items and changes in accounting policies

Since the format of the profit and loss account of HFCs does not specifically provide for disclosure of the impact of prior period items on the current year's profit and loss, such disclosures, wherever warranted, may be made in the NTA.

4.8. Revenue Recognition

An enterprise should also disclose the circumstances in which revenue recognition has been postponed pending the resolution of significant uncertainties.

4.9. Accounting Standard 21 – Consolidated Financial Statements (CFS)

HFCs may be guided by general clarifications issued by ICAI from time to time. A parent company, presenting the CFS, should consolidate the financial statements of all subsidiaries - domestic as well as foreign. The reasons for not consolidating a subsidiary should be disclosed in the CFS. The responsibility of determining whether a particular entity should be included or not for consolidation would be that of the Management of the parent entity. In case, its Statutory Auditors are of the opinion that an entity, which ought to have been consolidated, has been omitted, they should incorporate their comments in this regard in the "Auditors Report".

5. Additional Disclosures

5.1. Provisions and Contingencies

To facilitate easy reading of the financial statements and to make the information on all Provisions and Contingencies available at one place, HFCs are required to disclose in the NTA the following information:

[ in Crore]

Break up of 'Provisions and Contingencies' shown under the head Expenditure in Profit and Loss Account Current Year Previous Year
Provisions for depreciation on Investment 1.
Provision made towards Income tax 2.
Provision towards NPA 3.
Provision for Standard Assets (with details like 4. teaser loan, CRE, CRE-RH etc.)
5. Other Provision and Contingencies (with details)

[ in Crore]

Break up of Loan & Advances and Provisions thereon Housing Non-Housing
Current Year Previous Year Current Year Previous Year
Standard Assets
a) Total Outstanding Amount
b) Provisions made
Sub-Standard Assets
a) Total Outstanding Amount
b) Provisions made
Doubtful Assets – Category-I
a) Total Outstanding Amount
b) Provisions made
Doubtful Assets – Category-II
a) Total Outstanding Amount
b) Provisions made
Doubtful Assets – Category-III
a) Total Outstanding Amount
b) Provisions made
Loss Assets
a) Total Outstanding Amount
b) Provisions made
TOTAL
a) Total Outstanding Amount
b) Provisions made
Note: 1. The total outstanding amount mean principal + accrued interest + other charges pertaining to loans without netting off. 2. The Category of Doubtful Assets will be as under:
Period for which the assets has been considered as doubtful Category
Up to one year Category-I
One to three years Category-II
More than three years Category-III
144 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

5.2. Draw Down from Reserves

Suitable disclosures are to be made regarding any draw down of reserves in the NTA.

5.3. Concentration of Public Deposits, Advances, Exposures and NPAs

5.3.1. Concentration of Public Deposits (for Public Deposit taking/holding HFCs) [ in Crore]

Particulars Current Year Previous Year
Total Deposits of twenty largest depositors
Percentage of Deposits of twenty largest depositors to Total Deposits of the HFC

5.3.2. Concentration of Loans & Advances [ in Crore]

Particulars Current Year Previous Year
Total Loans & Advances to twenty largest borrowers
Percentage of Loans & Advances to twenty largest borrowers to Total Advances of the HFC
PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 145

5.3.3. Concentration of all Exposure (including off-balance sheet exposure) [ in Crore]

Particulars Current Year Previous Year
Total Exposure to twenty largest borrowers / customers
Percentage of Exposures to twenty largest borrowers / customers to Total Exposure of the HFC on borrowers / customers

5.3.4. Concentration of NPAs [ in Crore]

Particulars Current Year Previous Year
Total Exposure to top ten NPA accounts

5.3.5. Sector-wise NPAs [ in Crore]

Sl. No. Sector Percentage of NPAs to Total Advances in that sector
A. Housing Loans:
1. Individuals
2. Builders/Project Loans
3. Corporates
4. Others (specify)
B. Non-Housing Loans:
1. Individuals
2. Builders/Project Loans
3. Corporates
4. Others (specify)

5.4. Movement of NPAs [ in Crore]

Particulars Current Year Previous Year
(I) Net NPAs to Net Advances (%)
(II) Movement of NPAs (Gross)
a) Opening balance
b) Additions during the year
c) Reductions during the year
d) Closing balance
(III) Movement of Net NPAs
a) Opening balance
b) Additions during the year c) Reductions during the year
d) Closing balance
(IV) Movement of provisions for NPAs (excluding provisions on standard assets)
a) Opening balance
b) Provisions made during the year
c) Write-off/write-back of excess provisions
d) Closing balance
146 THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) [PART III—SEC. 4

5.5. Overseas Assets [ in Crore]

Particulars Current Year Previous Year

5.6. Off-balance Sheet SPVs sponsored (which are required to be consolidated as per accounting Norms)

Name of the SPV sponsored
Domestic Overseas

6. Disclosure of Complaints

6.1. Customers Complaints

Particulars Current Year Previous Year
a) No. of complaints pending at the beginning of the year
b) No. of complaints received during the year
c) No. of complaints redressed during the year
d) No. of complaints pending at the end of the year

BHAKRA BEAS MANAGEMENT BOARD

Chandigarh, the 16th December 2016

No. 37968/R&R/4053/R-4. –In exercise of the powers conferred by sub-section (9) of section 79 of the Punjab Re- organization Act, 1966 (31 of 1966), the Bhakra Beas Management Board, with the approval of the Central Government, hereby makes the following regulations to amend the Bhakra Beas Management Board Class-III & Class-IV Employees' (Recruitment & Conditions of Service) Regulations, 1994, namely:-

1. (1) These regulations may be called the Bhakra Beas Management Board Class-III & Class-IV Employees' (Recruitment & Conditions of Service) Amendment Regulations, 2016.

a. (2) They shall come into force on the date of their publication in the Official Gazette.

PART III—SEC. 4] THE GAZETTE OF INDIA, MAY 20, 2017 (VAISAKHA 30, 1939) 147

2. In the Bhakra Beas Management Board Class-III & Class-IV Employees' (Recruitment & Conditions of Service) Regulations, 1994, in regulation 11, for the words "as Prescribed by the Punjab Govt. from time to time" occurring at the end, the words "In accordance with the orders issued by the Central Government from time to time in this regard" shall be substituted.

R.S. JALTA Special Secretary, BBMB

Note: - The Bhakra Beas Management Board Class-III & Class-IV Employees' (Recruitment & Conditions of Service) Regulations, 1994 were published in the Gazette of India, Part-III, section 4 vide notification No. 17612/R&R/25/86/R-4 dated the 24th June, 1994.

——————

Chandigarh, the 22nd December 2016

No. 382/PD-774/APD-5. ̶ In exercise of the powers conferred by sub-section (9) of section 79 of the Punjab Reorganisation Act, 1966 (31 of 1966), the Bhakra Beas Management Board, with the approval of the Central Government, hereby makes the following regulations to amend the Bhakra Beas Management Board Class-I & Class-II Officers (Recruitment & Conditions of Service) Regulations, 2015, namely: ̶

1. (1) These regulations may be called the Bhakra Beas Management Board Class-I & Class-II Officers (Recruitment & Conditions of Service) Amendment Regulations, 2016.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Bhakra Beas Management Board Class-I & Class-II Officers (Recruitment & Conditions of Service) Regulations, 2015, in regulation 11, for the words, letters, brackets and figures "as prescribed by the Punjab Govt. from time to time. The provisions of the Punjab Scheduled Castes and Backward Class (Reservation) Act, 2006 shall be applicable" occurring at the end, the words "in accordance with the orders issued by the Central Government from time to time in this regard" shall be substituted.

TARUN AGGARWAL Secretary, BBMB

Note: - The Bhakra Beas Management Board Class-I & Class-II Officers (Recruitment & Conditions of Service) Regulations, 2015 were published in the Gazette of India, Part-III, section 4 vide notification No. 176/PD-774/APD- 4, dated the 10th June, 2015.

मुद्रण निदेशालय द्वारा, भारत सरकार मुद्रणालय, एन.आई.टी. फरीदाबाद में अपलोड एवं प्रकाशन नियंत्रक, दिल्ली द्वारा ई-प्रकाशित, 2017 UPLOADED BY DIRECTORATE OF PRINTING AT GOVERNMENT OF INDIA PRESS, N.I.T. FARIDABAD AND E-PUBLISHED BY THE CONTROLLER OF PUBLICATIONS, DELHI, 2017

www.dop.nic.in

DoPGIPF—[PART III—SEC.4]

Cite this issue. Weekly Gazette of India, Government of India, 20 May 2017. Indian Gazettes, https://egazette.servantsofknowledge.in/details/in.gazette.central.w.2017-05-20.176102/. Archive identifier in.gazette.central.w.2017-05-20.176102.