Policies

BACKGROUND

Godrej Housing Finance Limited (“GHF” or “the Company”), as a Housing Finance Company, is required to comply with the ‘Guidelines on Fair Practices Code’ issued by the Reserve Bank of India (“RBI”) under Chapter XIII of Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 issued on 17th February 2021.

Accordingly, it is proposed to adopt Fair Practice Code with the approval of the Board.

OBJECTIVES

• To promote good and fair practices by setting minimum standards in dealing with customers;
• To increase transparency so that the customer can have a better understanding of what he/she can reasonably expect of the services;
• To promote a fair and cordial relationship between customer and the Company;

REVIEW OF THE CODE

• The Code shall be reviewed Annually by the Board of Directors.
• Board of Directors can at any time modify or amend, either the whole or any part of Policy
• Compliance with Fair Practice Code shall be provided on Annual basis to the Board of Directors,
• Half-Yearly report on grievance redressal mechanism be put to the Board of Directors

APPLICATION OF THE CODE

This Code shall apply to all the products and services, whether they are provided by the GHFL, its subsidiaries or Digital Lending Platforms (self-owned and/or under an outsourcing arrangement) across the counter, over the phone, by post, through interactive electronic devices, on the internet or by any other method.

APPLICATIONS FOR LOANS AND THEIR PROCESSING

• All communications to the borrower shall be in the vernacular language or a language as understood by the borrower.
• Company shall transparently disclose to the borrower all information about fees/ charges payable for processing the loan application, the amount of fees refundable if loan amount is not sanctioned/ disbursed, pre-payment options and charges, if any, penal interest/ penalty for delayed repayment, if any, conversion charges for switching loan from fixed to floating rates or vice-versa, existence of any interest reset clause and any other matter which affects the interest of the borrower. Company shall disclose ‘all in cost’ inclusive of all charges involved in processing/ sanctioning of loan application in a transparent manner.
• All such charges/ fees which are levied on the Borrower are non-discriminatory,
• Loan application forms include necessary information which affects the interest of the borrower which enable a meaningful comparison with the terms and conditions offered by other Finance Companies and aid borrower in making an informed decision.
• The Company has a system of giving acknowledgement for receipt of all loan applications.

LOAN APPRAISAL, TERMS/ CONDITIONS AND COMMUNICATION OF REJECTION OF LOAN  APPLICATION

• Company endeavours to collect all particulars required for processing the loan application shall be collected by the Company at the time of application. However, in case we need any additional information, we shall endeavour to inform the customer should be told immediately that he would be contacted again.
• Company shall convey in writing to the borrower in the vernacular language or a language as understood by the borrower by means of sanction letter or otherwise, the amount of loan sanctioned along with all terms and conditions including annualized rate of interest, method of application, EMI Structure, prepayment charges, penal interest (if any) and keep the written acceptance of these terms and conditions by the borrower on its record.
• Company shall mention the penal interest charged for late repayment in bold in the loan agreement.
• Company shall furnish a copy of the loan agreement along with a copy of each of the enclosures quoted in the loan agreement to every borrower at the time of disbursement of loans through its Customer Portal which can be accessed by the Borrower
• If Company cannot provide the loan to the customer, it shall communicate in writing the reason(s) for rejection.

DISBURSEMENT OF LOANS INCLUDING CHANGES IN TERMS AND CONDITIONS

• Disbursement shall be made in accordance with the disbursement schedule / Disbursement terms advised to the Borrower as per Finance Documents.
• The Company shall give notice to the borrower in the vernacular language or a language as understood by the borrower of any change in the terms and conditions including disbursement schedule, interest rates, penal interest (if any), service charges, prepayment charges, other applicable fee/ charges etc. by the mechanisms informed in MITC or Loan Agreement.
• Company will ensure that changes in interest rates and charges are effected only prospectively.
• If such change is to the disadvantage of the customer, he/ she may within 60 days and without notice close his/ her account or switch it without having to pay any extra charges or interest.
• Decision to recall/ accelerate payment or performance under the agreement or seeking additional securities, will be in consonance with the loan agreement.
• Company shall release all securities on repayment of all dues or on realization of the outstanding amount of loan subject to any legitimate right or lien for any other claim Company may have against borrower. If such right of set off is to be exercised, the borrower shall be given notice about the same with full particulars about the remaining claims and the conditions under which Company are entitled to retain the securities till the relevant claim is settled/ paid.

Loans sourced over Digital Lending Platforms (DLP)

Company does not intend to extend loans through Digital Lending Platforms. However, in event a partnership is undertaken by the Company where its loans are extended through DLP either to source borrowers and/ or to recover dues, Company shall follow the following instructions:

• Names of digital lending platforms engaged as agents shall be disclosed on the website of Company,
• Digital lending platforms engaged as agents shall be directed to disclose upfront to the customer, the name of the Company on whose behalf they are interacting with him,
• Immediately after sanction but before execution of the loan agreement, the sanction letter shall be issued to the borrower on the letter head of the Company,
• A copy of the loan agreement along with a copy each of all enclosures quoted in the loan agreement shall be furnished to all borrowers at the time of sanction/ disbursement of loans,
• Effective oversight and monitoring shall be ensured over the digital lending platforms engaged by Company,
• Company shall also update its grievance redressal mechanism and include Digital Lending Platform under it.

RESPONSIBILITY OF BOARD OF DIRECTORS

• The Board of Directors of Company have laid down a Grievance Redressal mechanism within the organization to resolve complaints and grievances which is enunciated in the Grievance Redressal Policy for the Organization.
• This mechanism ensures that all disputes arising out of the decisions of lending institution’s functionaries are heard and disposed of at least at the next higher level.
• The Board of Directors of shall conduct an annual review of the compliance of the Fair Practices Code and the functioning of the grievances redressal mechanism at various levels of management

COMPLAINTS AND GRIEVANCE REDRESSAL

Guidelines for complaint and grievance redressal are contained in Grievance Redressal Policy of the Company.

MODE OF COMMUNICATION

Language and mode of communicating Fair Practice Code, which shall be in the vernacular language or a language as understood by the borrower, shall be put up on Companies website, for the information of various stakeholders.

INTEREST CHARGED BY COMPANY

• The Board of Company has adopted an interest rate model taking into account relevant factors such as cost of funds, margin and risk premium which helps in determining the rate of interest to be charged for loans and advances.
• The rate of interest and the approach for gradation of risk and rationale for charging different rate of interest to different categories of borrowers is disclosed to the borrower or customer in the application form and communicated explicitly in the sanction letter. 
• The Board of the GHFL has laid down policy for penal interest/ charges under its Interest Rate and Charges Policy. The rate of interest and penal interest (if any) is annualised rate so that the borrower is aware of the exact rates that would be charged to the account.
• The rates of interest and the approach for gradation of risks, and penal interest (if any) shall also be made available on the website of the companies. The information published in the website published shall be updated whenever there is a change in the rates of interest
• Repayment Schedule which is shared with Borrowers clearly indicates the bifurcation between interest and principal in repayment schedule of Company
• Company sets its Interest Rate / Charges as per principles enshrined in Interest Rate & Charges Policy,
• Grievance Redressal Committee, inter alia, monitors the process and the operations to ensure adequate transparency in communications with the borrowers.

ADVERTISING, MARKETING AND SALES

Company shall:

• Ensure that all advertising and promotional material is clear, and factual
• In any advertising in any media and promotional literature that draws attention to a service or product and includes a reference to an interest rate, Company shall also indicate whether other fees and charges will apply and that full details of the relevant terms and conditions are available on request or on the website.
• Company shall provide information on interest rates, common fees and charges (including penal interest, if any) through putting up notices in their branches; through telephone or help-lines; on the company’s website; through designated staff/ help desk; or providing service guide/ tariff schedule.
• If Company avail of the services of third parties for providing support services, Company shall require that such third parties handle customer’s personal information (if any available to such third parties) with the same degree of confidentiality and security as the Company would.
• Company may, from time to time, communicate to customers various features of their products availed by them. Information about their other products or promotional offers in respect of products/ services, may be conveyed to customers only if he/ she has given his/ her consent to receive such information/ service either by mail or by registering for the same on the website or on customer service number
• Company has prescribed a code of conduct for their Direct Selling Agencies (DSAs) whose services are availed to market products/ services which amongst other matters require them to identify themselves when they approach the customer for selling products personally or through phone.
• Company has adopted the Model Code of Conducts for Direct Selling Agents (DSAs)/ Direct Marketing Agents (DMAs) as part of outsourcing policy with the approval of our Board,
• In the event of receipt of any complaint from the customer that Company’s representative/ courier or DSA has engaged in any improper conduct or acted in violation of this Code, appropriate steps shall be initiated to investigate and to handle the complaint and to make good the loss.

GUARANTORS

When a person is considering being a guarantor to a loan, he/ she is being informed about following:

• his/ her liability as guarantor;
• the amount of liability he/ she will be committing him/herself to the company;
• circumstances in which HFC will call on him/her to pay up his/ her liability;
• whether HFC has recourse to his/her other monies in the company if he/ she fail to pay up as a guarantor;
• whether his/her liabilities as a guarantor are limited to a specific quantum or are they unlimited; and
• time and circumstances in which his/ her liabilities as a guarantor will be discharged as also the manner in which HFC will notify him/ her about this.
• In case the guarantor refuses to comply with the demand made by the creditor/ lender, despite having sufficient means to make payment of the dues, such guarantor would also be treated as a wilful defaulter.

Company shall keep him/her informed of any material adverse change/s in the financial position of the borrower to whom he/ she stands as a guarantor.

PRIVACY AND CONFIDENTIALITY

• All personal information of customers, both present and past, shall be treated as private and confidential and shall be guided by the following principles and policies.
• Company shall not reveal information or data relating to customer accounts, whether provided by the customers or otherwise, to anyone, including other companies/ entities in their group, other than in the following exceptional cases: 
  • If the information is to be given by law.
  • If there is a duty towards the public to reveal the information.
  • If Company’s interests require them to give the information (for example, to prevent fraud). However, it should not be used as a reason for giving information about customer or customer accounts (including customer name and address) to anyone else, including other companies in the group, for marketing purposes.
  • If the customer asks Company to reveal the information, or with the customer’s permission.
• If Company are asked to give a reference about customers, they shall obtain his/ her written permission before giving it
• The customer shall be informed the extent of his/ her rights under the existing legal framework for accessing the personal records that GHFL holds about him/ her, through the Privacy Policy, which is available on Company’s website,
• Company shall not use customer’s personal information for marketing purposes by anyone including Company, unless the customer specifically authorizes them to do so.

GUIDELINES FOR PRE-PAYMENT OF LOANS

• Company shall not charge pre-payment levy or penalty on pre-closure of housing loans under the following situations: 
  • Where the housing loan is on floating interest rate basis and pre-closed from any source.
  • Where the housing loan is on fixed interest rate basis and the loan is pre-closed by the borrower out of their own sources.
• The expression “own sources” for the purpose means any source other than by borrowing from a bank/ HFC/ NBFC and/or a financial institution.
• Company shall not impose foreclosure charges/ pre-payment penalties on any floating rate term loan sanctioned for purposes other than business to individual borrowers, with or without co-obligant(s).
• All dual/ special rate (combination of fixed and floating) housing loans will attract the preclosure norms applicable to fixed/ floating rate depending on whether at the time of preclosure, the loan is on fixed or floating rate. In case of a dual/ special rate housing loans, the pre-closure norm for floating rate will apply once the loan has been converted into floating rate loan, after the expiry of the fixed interest rate period. This applied to all such dual/ special rate housing loans being foreclosed hereafter. It is also clarified that a fixed rate loan is one where the rate is fixed for entire duration of the loan.

GENERAL

• Company does not extend any loan to any micro-finance borrower.
• Company does not interfere in the affairs of the borrower except for the purposes provided in the terms and conditions of the loan agreement (unless information, not earlier disclosed by the borrower, has been noticed).
• In case of receipt of request from the borrower for transfer of borrower’s account, the consent or otherwise i.e. objection of the Company, if any, shall be conveyed within 21 days from the date of receipt of request. Such transfer shall be as per transparent contractual terms in consonance with law.
• Whenever loans are given, Company shall explain to the customer the repayment process by way of amount, tenure and periodicity of repayment through Repayment Schedule.
• Company has formulated a Collection Policy which contains guidelines with respect to repayment process and for engaging Recovery Agents.
• To facilitate quick and good understanding of the major terms and conditions of housing loan agreed upon between Company and the individual borrower, Company shall obtain a document containing the most important terms and conditions (MITC) of such loan in all cases as per format provided in Annex I. The document will be in addition to the existing loan and security documents being obtained by the Company.
• Company has prepared MITC in language understandable by the borrower and a copy duly executed between the Company and the borrower is uploaded on the Customer Portal.
• Display of various key aspect such as service charges, interest rates, Penal interest (if any), services offered, product information, time norms for various transactions and grievance redressal mechanism, etc. is required to promote transparency in the operations of Company. Company shall follow the instructions on “Notice Board”, “Booklets/ Brochures”, “Website”, “Other Modes of Display” and on “Other Issues” as per the prescribed guidelines.
• HFC shall display about their products and services in English on its website.
• Company does not discriminate on grounds of sex, caste and religion in the matter of lending. Further, Company shall also not discriminate visually impaired or physically challenged applicants on the ground of disability in extending products, services, facilities, etc. However, this does not preclude Company from instituting or participating in schemes framed for different sections of the society.
• To publicise the Code, Company shall: 
  • provide existing and new customers with a copy of the Code;
  • make this Code available on request either over the counter or by electronic communication or mail;
  • make available this Code at every branch and on their website; and
  • ensure that their staff are trained to provide relevant information about the Code and to put the Code into practice.

Please refer Terms and conditions 

Background

The Prevention of Money Laundering Act, 2002 (“PMLA”) and the Rules notified thereunder impose several obligations on Banks, Non-Banking Financial Companies, Housing Finance Companies (“HFCs”), Chit Fund Company and other defined intermediaries to inter alia verify identity of clients, maintain records and furnish requisite information to Financial Intelligence Unit- India (“FIU-IND”).

As per the circular dated 19th May, 2020 issued by the Reserve Bank of India (“RBI”), the Master Direction- Know Your Customer (KYC) Direction, 2016 prescribed by the RBI (“RBI KYC Master Direction”) for various regulated entities has been made applicable to the Housing Finance Companies (“HFCs”) also and HFCs will now be classified as Regulated Entity (RE) under RBI KYC Master Direction

In accordance with the PMLA and the RBI KYC Master Direction, Godrej Housing Finance Limited (“GHF” or “the Company”), as a Housing Finance Company, has laid down a ‘Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) Policy’ (“KYC and AML Policy”).

Policy Objective

Key objectives of the KYC and AML Policy are as under:

• To establish regulatory compliant KYC mechanism to on-board customers;
• To ensure compliance throughout the life-cycle of customers as per the laid down norms
• To prevent the Company’s business channels/ products/ services from being used as a channel for Money Laundering (“ML”)/ Terrorist Financing (“TF’);
• To establish a framework for adopting appropriate AML procedures and controls in the operations/ business processes of the Company;
• To ensure compliance with the laws and regulations in force from time to time;
• To protect the Company’s reputation;
• To lay down KYC-AML compliance norms for the employees of the Company.

Approval and Review of the KYC and AML Policy

• There shall be an annual review of the Policy by the Board of Directors
• Board of Directors can at any time modify or amend, either the whole or any part of Policy

Effective Date

The KYC and AML Policy shall be effective from the date of commencement of business by the Company as a Housing Finance Company.

Applicability

All the employees of the Company, while dealing with its customers, will have to ensure adherence with the KYC and AML Policy.

“Aadhaar number” means an identification number issued to an individual under subsection (3) of Section 3 of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 (18 of 2016), and includes any alternative virtual identity generated under sub-section (4) of that section.

Aadhaar Actmeans Aadhaar (Targeted Delivery of Financial and Other Subsidies Benefits and Services) Act, 2016.

“Authentication”,in the context of Aadhaar authentication, means the process as defined under sub-section (c) of section 2 of the Aadhaar Act.

Beneficial Owner (BO)

• Where the customer is a company, the beneficial owner is the natural person(s), who, whether acting alone or together, or through one or more juridical person, has/ have a controlling ownership interest (means ownership of/entitlement to more than 25 per cent of the shares or capital or profits of the company) or who exercise control (right to appoint majority of the directors or to control the management or policy decisions) through other means.
• In case of a partnership firm, , the BO is the natural person(s), who, whether acting alone or together, or through one or more juridical person, has/ have ownership of/ entitlement to more than 15 per cent of capital or profits of the partnership.
• In case of an unincorporated association or body of individuals, the BO is the natural person(s), who, whether acting alone or together, or through one or more juridical person, has/ have ownership of/ entitlement to more than 15 per cent of the property or capital or profits of the entity.

  Explanation: Term ‘body of individuals’ includes societies. Where no natural person is identified under (a), (b) or (c) above, the beneficial owner is the relevant natural person who holds the position of senior managing official.

• In case of a trust, the identification of BO shall include identification of the author of the trust, the trustee, the beneficiaries with 15% or more interest in the trust and any other natural person exercising ultimate effective control over the trust through a chain of control or ownership.

Cash Transaction Report (CTR)- - CTR will include the following:

• all cash transactions of the value of more than Rs.10 lakh or its equivalent in foreign currency;
• all series of cash transactions integrally connected to each other which have been individually valued below Rs.10 lakh or its equivalent in foreign currency where such series of transactions have taken place within a month and the monthly aggregate exceeds Rs.10 lakh or its equivalent in foreign currency.

Certified Copy of Officially Valid Document (OVD) shall mean comparing the copy of OVD with the original and recording the same as per the extant law and guidelines / directions.

Central KYC Records Registry (CKYCR) means an entity defined under Rule 2(1)(aa) of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005, to receive, store, safeguard and retrieve the KYC records in digital form of a customer.

Counterfeit Currency Transaction Cash transactions where forged or counterfeit Indian currency notes have been used as genuine. These transactions should also include transactions where forgery of valuable security or documents has taken place.

Counterfeit Currency Note Report Quarterly Report on status of receipt of counterfeit note received by any HFC to NHB;

Customer means a person who is engaged in a financial transaction or activity with the Company and includes a person on whose behalf the person who is engaged in the transaction or activity, is acting.

Customer Due Diligence (CDD)means identifying and verifying the customer and the beneficial owner.

Designated Director means the Managing Director or a whole-time Director designated by the Board of Directors of the Company to ensure overall compliance with the obligations prescribed by the PMLA and the Rules.

Digital KYC means the capturing live photo of the customer and officially valid document or the proof of possession of Aadhaar, where offline verification cannot be carried out, along with the latitude and longitude of the location where such live photo is being taken by an authorized officer of the Company as per the provisions contained in the PMLA. The Company will adhere to the applicable requirements in this regard which may be prescribed by the Government/ the Reserve Bank of India (“RBI”) from time to time.

Equivalent E-document means an electronic equivalent of a document, issued by the issuing authority of such document with its valid digital signature including documents issued to the digital locker account of the client as per rule 9 of the Information Technology (Preservation and Retention of Information by Intermediaries Providing Digital Locker Facilities) Rules, 2016.

Know Your Client (KYC) Identifiermeans the unique number or code assigned to a customer by the Central KYC Records Registry

“FATCA” means Foreign Account Tax Compliance Act of the United States of America (USA) which, inter alia, requires foreign financial institutions to report about financial accounts held by U.S. taxpayers or foreign entities in which U.S. taxpayers hold a substantial ownership interest

Non-face-to-face customers-Customers who open accounts without visiting the branch/ offices of the Company or meeting its officials but will not include customers whose account has been opened as per Video Customer Identification Procedure.

Officially valid document (OVD)-Any document defined as OVD under rule 2(l)(d) of the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 and the amendments thereto (“PML Rules”) or any document as may be specifically prescribed by the Reserve Bank of India (“RBI”) as per the applicable regulations. Such OVD will be considered valid for verifying identity and proof of address of individual customer/ beneficial owner/ authorized signatory/ power of attorney holder.

Please refer to Annexure 1 for list of OVDs and other documents which are currently considered valid for verifying identity and proof of address of customers.

Offline Verification means the process of verifying the identity of the Aadhaar number holder without authentication, through such offline modes as may be specified by the Aadhaar regulations.

On-going Due Diligence- Regular monitoring of transactions in accounts to ensure that they are consistent with the customers’ profile and source of funds.

Periodic Updation means steps taken to ensure that documents, data or information collected under the CDD process is kept up-to-date and relevant by undertaking reviews of existing records at periodicity prescribed by the RBI or the PMLA and the Rules thereunder.

Politically Exposed Persons (PEPs) are individuals who are or have been entrusted with prominent public functions in a foreign country, e.g., Heads of States/Governments, senior politicians, senior government/judicial/military officers, senior executives of stateowned corporations, important political party officials, etc.

Principal Officer (PO)- A senior official designated by the Board of Directors of the Company for overseeing and managing the KYC & AML policies and processes. The PO will be responsible for ensuring compliance, monitoring transactions, and sharing and reporting information as required under the law/regulations.

Suspicious transaction means a “transaction”, including an attempted transaction, whether or not made in cash, which, to a person acting in good faith:

• gives rise to a reasonable ground of suspicion that it may involve the proceeds of crime, regardless of the value involved; or
• appears to be made in circumstances of unusual or unjustified complexity; or
• appears to have no economic rationale or bona fide purpose; or
• gives rise to a reasonable ground of suspicion that it may involve financing of the activities relating to terrorism.

Explanation: Transaction involving financing of the activities relating to terrorism includes transaction involving funds suspected to be linked or related to, or to be used for terrorism, terrorist acts or by a terrorist, terrorist organization or those who finance or are attempting to finance terrorism.

Transaction means a purchase, sale, loan, pledge, gift, transfer, delivery or the arrangement thereof and includes:

• opening of an account;
• deposits, withdrawal, exchange or transfer of funds in whatever currency, whether in cash or by cheque, payment order or other instruments or by electronic or other nonphysical means;
• the use of a safety deposit box or any other form of safe deposit;
• entering into any fiduciary relationship;
• any payment made or received in whole or in part of any contractual or other legal obligation;
• establishing or creating a legal person or legal arrangement.

Video based Customer Identification Process (V-CIP) is an alternate method of customer identification with facial recognition and customer due diligence by an authorized official of the Company by undertaking seamless, secure, live, informed-consent based audio-visual interaction with the customer to obtain identification information required for CDD purpose, and to ascertain the veracity of the information furnished by the customer through independent verification and maintaining audit trail of the process. Such processes complying with prescribed standards and procedures shall be treated on par with face-toface Customer Identification Procedure.

Compliance of KYC policy

• Senior Management for the purpose of KYC Compliance shall mean Designated Director, Principal Officer and executive members of Transaction Screening Committee
• Designated Director on recommendation of Principal Officer shall be responsible for setting up the policies which will be approved by the Board on recommendation of Transaction Screening Committee
• Principal Officer with support of executive members of Transaction screening committee be responsible for overseeing the KYC operations of the Company
• Field Sales, operations and credit team shall be responsible for ensuring that policy is followed
• Internal Audit function will review the KYC operations as mentioned in paragraph 3.4.3 of the Policy
• Quarterly audit notes and compliance shall be submitted to the Audit Committee
• Decision-making functions of determining compliance with KYC norms shall not be outsourced

The KYC and AML Policy has the following 4 key elements:

• Criteria for Customer Acceptance (CAP).
• Risk Management from Money Laundering Risk perspective.
• Customer Identification Procedures (CIP).
• Procedures for monitoring of transactions, as applicable.

CUSTOMER ACCEPTANCE POLICY (CAP) AND CUSTOMER DUE DILIGENCE (CDD)

The Company will adhere to the following criteria for acceptance of customers:

• The Company will not open any account(s) in anonymous, fictitious or 'benami' name(s).
• No account will be opened where the Company is unable to apply required CDD measures, either due to non-cooperation of the customer or non-reliability of the documents/information furnished by the customer
• No transaction or account-based relationship will be undertaken without following appropriate CDD procedure.
• The mandatory information to be sought for KYC purpose while opening an account and during the periodic updation will be specified.
• A Unique Customer Identification Code (UCIC) shall be allotted while entering into new relationships with individual customers
• CDD procedure is being applied at the account level & thus, if an existing KYC compliant customer of GHF desires to open another account with GHF, there shall be no need for a fresh CDD exercise
• Optional or additional information will be obtained with consent of the customer.
• CDD Procedure will be followed for all joint account holders also.
• A customer will be permitted to act on behalf of another person/ entity in accordance with the legal requirements.
• Identity of the customer should not match with any person with known criminal background or with banned entities such as individual terrorists or terrorist organizations, etc. For this purpose, the Company will maintain lists of individuals or entities issued by RBI, United Nations Security Council, UAPA other regulatory & enforcement agencies etc. Details of accounts/ customers bearing resemblance with any of the individuals/ entities in such list shall be treated as suspicious and reported.
• PAN number will be verified from the verification facility of the issuing authority
• In order to avoid fictitious and fraudulent applications of the customers and to achieve a reasonable degree of satisfaction as to the identity of the customer, the Company will conduct appropriate due diligence. Beneficiary of the relationship/ account shall also be identified.
• The nature and extent of basic due diligence measures to be conducted at the time of establishment of account opening/ relationship, will depend upon the risk category of the customers and involve collection and recording of information by using reliable independent documents, data or any other information. This may include identification and verification of the applicant and wherever relevant, ascertaining of occupational details, legal status, ownership and control structure and any additional information in line with the assessment of the risks posed by the applicant and the applicant’s expected use of the Company’s products and services from an AML perspective.
• The Company may rely on third party verification subject to the conditions prescribed by the RBI or the PMLA and the Rules thereunder in this regard.
• For non-face-to-face customers, appropriate due diligence measures (including certification requirements of documents, if any) will be devised for identification and verification of such customers.
• The information collected from customers for the purpose of opening of account shall be treated as confidential and details thereof shall not be divulged for the purpose of cross selling, or for any other purpose without expressed consent of the customer
• Appropriate Enhanced Due Diligence (“EDD”) measures shall be adopted for high risk customers from AML perspective, especially those for whom the sources of funds are not clear and customers who are Politically Exposed Persons (“PEPs”).
• In respect of unusual or suspicious transactions/applications or when the customer moves from a low risk to a high-risk profile, appropriate EDD measures shall be adopted.
• Where the Company is unable to apply appropriate KYC measures due to nonfurnishing of information and /or non-cooperation by the customer, the Company may consider closing the account or terminating the business relationship. However, the decision to close an existing account shall be taken at the Principal Officer’s level, after giving due notice to the customer explaining the reasons for such a decision.

The aspects mentioned in the CAP would be reckoned while evolving the KYC/AML procedures for various types of customers and products. However, while developing the KYC/CDD procedures, the Company will ensure that its procedures do not become too restrictive or pose significant difficulties in availing its services by deserving general public, especially the financially and socially disadvantaged sections of society.

RISK MANAGEMENT

The Company will ensure that it has an effective and appropriate KYC procedures. The overall KYC/ AML program will cover proper management oversight, systems and controls, segregation of duties, training and other related matters. Responsibilities will be explicitly allocated within the Company to ensure that the Company’s policies and procedures are implemented effectively.

Risk Categorization

The Company will categorize its customers into low, medium and high-risk category based on the assessment, profiling and perceived money laundering risk. The parameters such as customer’s identity, social/ financial status, nature of business activity, and information about the clients’ business etc. will be considered for the assessment.

Periodic Updation

The Company will conduct periodic updation of KYC documents at least once in every 2 years for high risk customers, once in every 8 years for medium risk customers and once in every 10 years for low risk customers in any of the following manner:

• PAN verification from the verification facility available with the issuing authority.
• Authentication, of Aadhaar Number already available with the Company with the explicit consent of the customer in applicable cases.
• In case identification information available with Aadhaar does not contain current address an OVD containing current address may be obtained.
• Certified copy of OVD containing identity and address shall be obtained at the time of periodic updation from individuals except those who are categorised as 'low risk'. In case of low risk customers when there is no change in status with respect to their identities and addresses, a self-certification to that effect shall be obtained.
• In case of Legal entities, the Company should review the documents sought at the time of opening of account and obtain fresh certified copies.
• The Company will not insist on the physical presence of the customer for the purpose of furnishing OVD or furnishing consent for Aadhaar authentication unless there are sufficient reasons that physical presence of the account holder/holders is required to establish their bona-fides. Normally, OVD/ Consent forwarded by the customer through mail/ post, etc., shall be acceptable.
• The Company will provide acknowledgment with date of having performed KYC updation.
• The time limits prescribed above would apply from the date of opening of the account/ last verification of KYC.

Internal Audit and Assurance

To provide reasonable assurance that its KYC and AML procedures are functioning effectively, audit of its KYC and AML processes will also be covered under the scope of Internal Audit of the Company. The audit findings and compliance thereof will be put up before the Audit Committee of the Board till closure of audit findings.

4 Money Laundering (“ML”) and Terrorist Financing (“TF”) Risk Assessment

It is understood that the ML and TF risks for the Company are likely to be low due to the following reasons:

• The Company does not operate in other countries/ geographies;
• The Company does not source/ originate loans from other countries/ geographies and its customer base consists of Indian nationals only;
• The Company extends loans to identified borrowers for which rigorous KYC checks have been put in place
• The company verifies the end-use of the loan
• The Company does not offer banking, liabilities and insurance products; and
• The Company offers loans/ credit facilities with defined end-use

However, in accordance with the regulatory requirements, the Company will carry out ML and TF Risk Assessment exercise periodically to identify, assess and take effective measures to mitigate money laundering and terrorist financing risk to which the Company may be exposed to. Such internal risk assessment should be commensurate to its size, geographical presence, complexity of activities/ structure, etc.

Such assessment process will consider various relevant risk factors and will take cognizance overall sector-specific vulnerabilities, if any, that the regulator/supervisor may share. Accordingly, it will frame its mitigation plan also. It should involve the relevant functions and have the following stages:

• Identification- Development of list of potential risks or risk factors drawn from known/ suspected threats or vulnerabilities. For this purpose, various important aspects of the KYC Policy (non-compliance of which may pose threat to the Company) will be identified along with the risks which the Company may be exposed to due to the same.
• Analysis- Implementation of key requirements under the KYC Policy should be analyzed. This stage should analyse the likelihood and the impact of each of the identified risks. It will help in assigning priority/ importance to each of the risks.
• Evaluation- - It should involve taking the results found during the analysis process to determine priorities for addressing the risks. These priorities should contribute to development of a strategy for their mitigation. A typical Risk Evaluation matrix would be as under:

The Company shall conduct the ML and TF Risk Assessment at least once in a year. The outcome of the ML and TF Risk Assessment will be put up to the Audit Committee or to the Transaction Screening Committee.

CUSTOMER IDENTIFICATION

The Company shall undertake identification of customers in the following cases:

• Commencement of an account-based relationship with a customer.
• When there is a doubt about the authenticity or adequacy of the customer identification data it has obtained.
• Selling third party products as agents, selling their own products or any other product for more than rupees fifty thousand.
• Carrying out transactions for a non-account-based customer where the amount involved is equal to or exceeds Rs.50,000/-, whether conducted as a single transaction or several transactions that appear to be connected.
• When it has reason to believe that a customer is intentionally structuring a transaction into a series of transactions below the threshold of Rs.50,000/-.

Reliance on customer due diligence done by third party

For the purpose of verifying the identity of customers at the time of commencement of an account-based relationship, the Company, may at their option, rely on customer due diligence done by a domestic third party, subject to the following conditions:

• Records or the information of the customer due diligence carried out by the third party is obtained within two days from the third party or from the Central KYC Records Registry;
• Copies of identification data and other relevant documentation relating to the customer due diligence requirements shall be made available from the third party upon request without delay;
• The third party is regulated, supervised or monitored for, and has measures in place for, compliance with customer due diligence and record-keeping requirements in line with the requirements and obligations under the PMLA;
• The third party shall not be based in a country or jurisdiction assessed as high risk and
• The ultimate responsibility for customer due diligence and undertaking enhanced due diligence measures, as applicable, will be with the Company.

CUSTOMER DUE DILIGENCE (CDD) PROCEDURES

The Company will ensure compliance with the regulatory/ statutory requirements with respect to the Customer Identification Procedure to be carried out at different stages, i.e. while establishing a relationship; carrying out a financial transaction or when the Company has a doubt about the authenticity/veracity or the adequacy of the previously obtained customer identification data.

Customer identification means identifying the customer and verifying his/ her identity by using reliable, independent source documents, data or information. The Company will obtain sufficient information necessary to establish, the identity of each new customer, whether regular or occasional and the purpose of the intended nature of relationship.

CDD Procedure in case of Individuals

Documents/ Information to be collected

From an individual (who is prospective customer OR a Beneficial Owner/ Authorised Signatory/ Power of Attorney Holder related to any legal entity) the following documents/ information will be obtained:

• Recent photograph;
• Certified copy of Permanent Account Number (PAN) OR the equivalent e-document thereof;
• Certified copy of one of the OVDs as defined above to be taken for verification of the identity and the address OR the equivalent e-document thereof; and
• Other document including in respect of the nature of business and financial status of the client OR the equivalent e-document thereof, as may be required by the Company.

Note:

• If PAN is not availed then Form No. 60 as defined in Income-tax Rules, 1962 may be taken;
• Aadhaar Offline Verification- The Company, being a non-bank, may carry out offline verification of a customer if he is desirous of undergoing Aadhaar offline verification for identification purpose. However, where its customer submits his Aadhaar number, the Company will ensure such customer to redact or blackout his Aadhaar number through appropriate means where the authentication of Aadhaar number is not required under section 7 of the Aadhaar Act
• Authentication using e-KYC authentication facility provided by the UIDAI- As and when the Company is authorized to conduct authorization through e-KYC authentication facility provided by the UIDAI, it may conduct such authorization and use the e-KYC facility in accordance with the conditions prescribed under the PMLA/ the Aadhaar Act/ the KYC & AML Guidelines.
• If the customer provides an equivalent e-document of any OVD, the Company should verify the digital signature as per the provisions of the Information Technology Act, 2000 (21 of 2000) and any rules issues thereunder and take a live photo as specified under Digital KYC Process defined below (at sub-para 3.5.1.3).

  The Company may also carry-out KYC verification under Digital KYC Process defined below (at sub-para 3.5.1.3).

Video based Customer Identification Process (“V-CIP”)

The Company may undertake live V-CIP, to be carried out by an official of the Company, for establishment of an account-based relationship with an individual customer, after obtaining his informed consent. The Company, if implements V-CIP, will adhere to the extant applicablerequirements:

Digital KYC Process

In case Digital KYC Process is adopted by the Company, it will ensure compliance with the following requirements:

• It will use an Application to be made available at customer touch points for undertaking KYC of their customers and the KYC process shall be undertaken only through this authenticated Application of the Company.
• The access of such Application should be controlled by the authorized persons of the Company. The Application shall be accessed only through login-id and password or Live OTP or Time OTP controlled mechanism defined by the Company.
• The customer, for the purpose of KYC, shall visit the location of the Authorized Official of the Company (“Authorized Official”) vice-versa. The original OVD should be in possession of the customer.
• It should be ensured that the Live photograph of the customer is taken by the Authorized Official and the same photograph is embedded in the Customer Application Form (CAF). Further, a water-mark in readable form having CAF number, GPS coordinates, Authorized Official’s name, unique employee Code (assigned by REs) and Date (DD:MM:YYYY) and time stamp (HH:MM:SS) should be put on the captured live photograph of the customer.
• The Application should have the feature that only live photograph of the customer is captured and no printed or video-graphed photograph of the customer is captured. The background behind the customer while capturing live photograph should be of white colour and no other person shall come into the frame while capturing the live photograph of the customer.
• The live photograph of the original OVD or proof of possession of Aadhaar (where offline verification cannot be carried out), placed horizontally, shall be captured vertically from above and water-marking in readable form as mentioned above shall be done. No skew or tilt in the mobile device should be there while capturing the live photograph of the original documents.
• The live photograph of the customer and his original documents shall be captured in proper light so that they are clearly.
• Thereafter, all the entries in the CAF should be filled as per the documents and information furnished by the customer. In those documents where Quick Response (QR) code is available, such details can be auto-populated by scanning the QR code instead of manual filing the details. For example, in case of physical Aadhaar/eAadhaar downloaded from UIDAI where QR code is available, the details like name, gender, date of birth and address can be auto-populated by scanning the QR available on Aadhaar/e-Aadhaar.
• Once the above-mentioned process is completed, a One Time Password (OTP) message containing the text that ‘Please verify the details filled in form before sharing OTP’ shall be sent to customer’s own mobile number. Upon successful validation of the OTP, it will be treated as customer signature on CAF. However, if the customer does not have his/her own mobile number, then mobile number of his/her family/relatives/known persons may be used for this purpose and be clearly mentioned in CAF. In any case, the mobile number of the Authorized Official should not be used for customer signature. The Company will check that the mobile number used in customer signature shall not be the mobile number of the Authorized Official.
• The Authorized Official should provide a declaration about the capturing of the live photograph of customer and the original document. For this purpose, the authorized official shall be verified with One Time Password (OTP) which will be sent to his official mobile number. Upon successful OTP validation, it shall be treated as the Authorized Official’s signature on the declaration. The live photograph of the Authorized Official shall also be captured in this authorized officer’s declaration.
• Subsequent to all these activities, the Application should give information about the completion of the process and submission of activation request to activation officer of the Company, and also generate the transaction-id/reference-id number of the process. The Authorized Official shall intimate the details regarding transaction-id/referenceid number to customer for future reference.
• The Authorized Official should check and verify that: (i) information available in the picture of document is matching with the information entered by the Authorized Official in CAF. (ii) live photograph of the customer matches with the photo available in the document.; and (iii) all of the necessary details in CAF including mandatory field are filled properly.
• On Successful verification, the CAF shall be digitally signed by the Authorized Official who will take a print of CAF, get signatures/thumb-impression of customer at appropriate place, then scan and upload the same in system. Original hard copy may be returned to the customer.

Simplified procedure for opening accounts of Individuals

In case a person who desires to open an account is not able to produce any of the OVDs, the Company may at its discretion open accounts subject to the following conditions:

• The Company shall obtain a self-attested photograph from the customer
• The authorized officer of the Company should certify under his signature that the person opening the account has affixed his signature or thumb impression in his presence.
• The account shall remain operational initially for a period of 12 months, within which CDD as prescribed above should be carried out.
• Balances in all their accounts taken together shall not exceed Rs.50,000/- at any point of time.
• The total credit in all the accounts taken together shall not exceed Rs.1,00,000/- in a year.
• The customer shall be made aware that no further transactions will be permitted until the full KYC procedure is completed in case Directions (d) and (e) above are breached by him.
• When the balance reaches Rs.40,000/- or the total credit in a year reaches Rs.80,000/- , The customer shall be notified that appropriate documents for conducting the KYC must be submitted otherwise the operations in the account shall be stopped when the total balance in all the accounts taken together exceeds the limits prescribed in direction (d) and (e) above.

5 On-boarding the Borrowers through Central KYC Registry

Company shall endeavor to provide option to the applicants to be on-boarded through verifying their antecedents through Central KYC Registry

CDD Measures for Legal Entities

For due diligence with respect to legal entities, the Company will obtain the documents as listed in the Annexure 1.

Identification of Beneficial Owner

For opening an account of an entity who is not a natural person, the beneficial owner(s) (as defined above) shall be identified and all reasonable steps to verify his/her identity shall be undertaken. While doing so, the Company will keep the following in view:

• Where the customer or the owner of the controlling interest is a company listed on a stock exchange, or is a subsidiary of such a company, it is not necessary to identify and verify the identity of any shareholder or beneficial owner of such companies.
• In cases of trust/ nominee or fiduciary accounts, where it is determined that the customer is acting on behalf of another person as trustee/ nominee or so, identity of the intermediaries and of the persons on whose behalf he is acting, as also details of the nature of the trust or other arrangements in place will be obtained.

ENHANCED DUE DILIGENCE (EDD) PROCEDURES

Accounts of non-face-to-face customers: The Company will ensure the first payment is done through any of the KYC Compliant account through banking channels

Accounts of Politically Exposed Persons (PEPs): If the Company decides to establish a business relationship with PEPs, it will ensure the following:

• sufficient information including information about the sources of funds of PEPs is gathered;
• the identity of the person shall have been verified before accepting the PEP as a customer
• the decision to open an account for a PEP is taken at a senior level in accordance with the Company’s procedures;
• all such accounts will be classified as High Risk and will be subjected to required due diligence and monitoring, as applicable;
• if it gets confirmed to the Company that an existing customer or the beneficial owner of an existing account has subsequently become a PEP, an approval from a senior official of the Company will be obtained to continue the business relationship;
• further, such existing accounts which get classified PEPs subsequently will be subjected to enhanced due diligence, as applicable.

The above will also be applicable to accounts where a PEP is the beneficial owner.

MONITORING OF TRANSACTIONS/ ON-GOING DUE DILIGENCE

Ongoing monitoring is an essential element of effective KYC procedures. The Company can effectively control and reduce its risk only if it has an understanding of the normal and reasonable activity of the customer so that it can identify transactions that fall outside the regular pattern. The Company will put in place a process to identify and review complex and unusual transactions/ patterns which have no apparent economic or visible lawful purpose, or transactions that involve large amounts of cash or are inconsistent with the normal and expected activity of the customer.

APPOINTMENT OF THE DESIGNATED DIRECTOR AND THE PRINCIPAL OFFICER

• Designated Director- The Company will nominate a “Designated Director” to ensure compliance with the obligations prescribed by the PMLA and the Rules thereunder.
• Principal Officer- The Company will designate one of its senior officials as the ‘Principal Officer' who will be responsible for ensuring compliance, monitoring transactions, and sharing and reporting information as required under the law/ regulations.

The name, designation and address of Designated Director and Principal Officer shall be communicated to FIU-Ind.

REPORTING THE FINANCIAL INTELLIGENCE UNIT-INDIA (FIU-IND)

In accordance with the requirements under the PMLA, the Company will furnish the following reports, as and when required, to the Director, Financial Intelligence Unit-India (FIU-IND):

• Cash Transaction Report (CTR)- If any such transactions detected, Cash Transaction Report (CTR) for each month by 15th of the succeeding month.
• Counterfeit Currency Report (CCR)-- All such cash transactions where forged or counterfeit Indian currency notes have been used as genuine as Counterfeit Currency Report (CCR) for each month by 15th of the succeeding month.

  Additionally, the Company will submit ‘Statement showing the details of Counterfeit Banknotes detected’ to the NHB within 7 days from the last day of the respective quarter. Even in case of ‘Nil’ instance also, the statement is to be submitted to the NHB

• Suspicious Transactions Reporting (STR)- The Company will monitor transactions to identify potentially suspicious activity. Such triggers will be investigated, and any suspicious activity will be reported to FIU-IND. The Company will file the Suspicious Transaction Report (STR) to FIU-IND within 7 days of arriving at a conclusion that any transaction, whether cash or non-cash, or a series of transactions integrally connected are of suspicious nature. However, in accordance with the regulatory requirements, the Company will not put any restriction on operations in the accounts where an STR has been filed.

The Company will maintain confidentiality in investigating suspicious activities and while reporting CTR/ CCR/ STR to the FIU-IND/ higher authorities. However, the Company may share the information pertaining to the customers with the statutory/ regulatory bodies and other organizations such as banks, credit bureaus, income tax authorities, local govt. authorities etc.

RECORD MANAGEMENT

• Record-keeping requirements- - The Company shall ensure maintenance of proper record of transactions required under PMLA as mentioned below:
  • maintain all necessary records of transactions between the RE and the customer, both domestic and international, for at least five years from the date of transaction;
  • preserve the records pertaining to the identification of the customers and their addresses obtained while opening the account and during the course of business relationship, for at least five years after the business relationship is ended;
  • make available the identification records and transaction data to the competent authorities upon request;
  • introduce a system of maintaining proper record of transactions prescribed under Rule 3 of Prevention of Money Laundering (Maintenance of Records) Rules, 2005 (PML Rules, 2005);
  • all cash transactions of the value of more than Rs.10 lakh or its equivalent in foreign currency;
  • all series of cash transactions integrally connected to each other which have been individually valued below Rs.10 lakh or its equivalent in foreign currency where such series of transactions have taken place within a month and the monthly aggregate exceeds Rs.10 lakh or its equivalent in foreign currency;
  • all cash transactions where forged or counterfeit currency notes or bank notes have been used as genuine and where any forgery of a valuable security or a document has taken place facilitating the transactions;
  • all suspicious transactions whether or not made in cash; and
  • records pertaining to identification of the customer and his/her address; and
  • should allow data to be retrieved easily and quickly whenever required or when requested by the competent authorities.
• The records should contain the following information:
  • the nature of the transactions;
  • the amount of the transaction and the currency in which it was denominated;
  • the date on which the transaction was conducted; and
  • the parties to the transaction.
• Maintenance and Preservation of records- The Company will:
  • maintain all necessary records of transactions between it and the customer, both domestic and international, for at least five years from the date of transaction.
  • preserve the records pertaining to the identification of the customers and their addresses obtained while opening the account and during the course of business relationship, for at least five years after the business relationship is ended.
  • maintain and preserve the following records for the required time-period as prescribed under the PMLA, either in hard or soft format:
    • all necessary records of transactions referred above; which will permit reconstruction of individual transactions so as to provide, if necessary, evidence for prosecution of persons involved in criminal activity;
    • records pertaining to the identification of the customer and his address obtained while opening the account and during the course of business relationship
  • make available the identification records and transaction data to the competent authorities upon request.
  • introduce a system of maintaining proper record of transactions prescribed under Rule 3 of Prevention of Money Laundering (Maintenance of Records) Rules, 2005 (PML Rules, 2005).

SELLING THIRD PARTY PRODUCTS

The Company, if acting as agents while selling third party products as per regulations in force from time to time, will comply with the following aspects:

• The identity and address of the walk-in customer shall be verified for the transactions as required under the CIP prescribed above;
• Transaction details of sale of third-party products and related records shall be maintained.
• Monitoring of transactions for any suspicious activity will be done.

QUOTING OF PAN

Permanent account number (PAN) of customers shall be obtained and verified while undertaking transactions as per the provisions of Income Tax Rule 114B as amended from time to time. Form 60 shall be obtained from persons who do not have PAN

CUSTOMER EDUCATION

Seeking of certain KYC information from customers can sometimes lead to queries from the customer as to the motive and purpose of collecting such information. In this regard, the Company will take appropriate steps to educate customers on the objectives of the KYC measures.

HIRING OF EMPLOYEES AND EMPLOYEE TRAINING

• Adequate screening mechanism as an integral part of their personnel recruitment/hiring process shall be put in place.
• On-going employee training programme shall be put in place so that the members of staff are adequately trained in the KYC Policy. The focus of the training will be different for frontline staff, compliance staff and staff dealing with new customers.

ADHERENCE TO THE KYC AND AML GUIDELINES BY THE COMPANY’S AGENTS

• The Company’s agents or persons authorized by it, for the its business, will be required to be compliant with the applicable KYC & AML Guidelines.
• All requisite information shall be made available to the RBI/ National Housing Bank to verify the compliance with the applicable KYC & AML Guidelines.
• The books of accounts of persons authorized by the Company including agents etc., so far as they relate to business of the company, shall be made available for audit and inspection whenever required.

SHARING KYC INFORMATION WITH CENTRAL KYC RECORDS REGISTRY (CKYCR)

The Company will capture the KYC information/ details as the KYC templates and share the same with the CKYCR in the manner as prescribed in the Prevention of Money Laundering (Maintenance of Records) Rules, 2005.

REPORTING REQUIREMENT UNDER FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) AND COMMON REPORTING STANDARDS (CRS)

The Company, if applicable, will adhere to the provisions of Income Tax Rules 114F, 114G and 114H. If the Company becomes a Reporting Financial Institution as defined in Income Tax Rule 114F, it will take requisite steps for complying with the reporting requirements in this regard.

Compliance with Section 51A of Unlawful Activities (Prevention) Act, 1967

The company will ensure compliance with Section 51A of UAPA Act, 1987 by screening the prospective and existing account holders for UN Sanction List or any other list as per UAPA Act, 1987. In event, any account holder resembles the name of as per the list it will be reported to FIU-IND and Ministry of Home Affairs. Further, other requirement including freezing of assets shall be followed by company.

Secrecy Obligations and Sharing of Information

Company shall maintain confidentiality of information as provided in Section 45NB of RBI Act 1934.

List of Documents considered valid for verifying identity and proof of address of prospective customers

At Godrej Housing Finance Limited (“GHFL” or “the Company”), is a part of the Godrej Group which has an established reputation of honesty, integrity and sound governance over the years. The Company is, therefore, committed to maintaining the highest standards of Corporate Governance in its conduct towards shareholders, employees, regulators, customers, suppliers, lenders and other stakeholders. The Company’s philosophy of corporate governance is to achieve business excellence by enhancing the long-term welfare and value for its various stakeholders. The Company believes that corporate governance is about creating organisations that succeed in the marketplace with the right approach and values.

The Reserve Bank of India vide Paragraph 55 of Annexure IX of Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 dated 17th February 2021 (Directions) has prescribed that Housing Finance Companies (‘HFCs’) should frame their Internal Guidelines on Corporate Governance with the approval of the Board of Directors and host it on website.

Accordingly, the Company has framed its Internal Guidelines on Corporate Governance (“Guidelines”) with the approval of its Board of Directors

Objective

The objective of the Guidelines is to adopt the best standards of Corporate Governance through transparency in business ethics, accountability & required disclosure to its customers, the government/ regulatory authorities and other stakeholders.

Approval and Review of the Policy

• There shall be an annual review of the Policy by the Board of Directors
• Board of Directors can at any time modify or amend, either the whole or any part of Policy

The Board of Directors of the Company (“Board”) is the apex body constituted by the Shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic directions, management policies and their effectiveness and ensures that Shareholders’ long-term interests are being served.

The Board along with the Committees constituted by it shall provide leadership and guidance for management of the Company.

It will be ensured that each of the Directors of the Company is eligible for appointment on the Board as per the Companies Act, 2013 (“Act”) and meets the Fit & Proper criteria prescribed by the Fit & Proper policy in line with the CG Directions.

The Company recognizes the importance of having a Board comprising of Directors who have a range of experiences, capabilities and diverse points of view. The Board of Directors of the Company are expected to have experience, expertise, capabilities as under:

• Experience in Strategy & Business
• Industry Expertise
• Market Expertise
• Technology Perspective
• People & Talent Understanding
• Expertise in Governance, Finance & Risk
• Diversity of Perspective

The Board’s major responsibilities will be as under:

The Directors shall act in accordance with the duties as provided under the Act and prescribed regulations by NHB / RBI. The Independent Directors shall abide by the Code for Independent Directors under the Act. Further, the Board shall periodically review Compliance Reports of all laws applicable to the Company prepared by the Company as well as steps taken by the Company to rectify instances of non-compliance.

The Board’s strength shall be as per the constitutional documents of the Company. The Composition of the Board will be as per the applicable provisions of the Companies Act, 2013 & rules made thereunder (“Act”) and the regulatory requirements prescribed by the Reserve Bank of India (“RBI”)/ NHB.

Fit and Proper Policy- The Company will have a Fit and Proper Policy, in accordance with the regulatory requirements, for ascertaining the fit and proper criteria of the Directors at the time of appointment, and on a continuing basis.

Declaration and Undertaking from the Directors-- The Company obtain a declaration and undertaking from all its directors giving information as per the Act and the regulatory requirements prescribed by the RBI/ NHB.

Deed of Covenant- The Company will get the Deed of Covenant signed with each of its Directors, as per the format prescribed by the RBI/ NHB.

Meetings of the Board of Directors- The Board meetings shall be held at least 4 times in a year, such that not more than 120 days shall intervene between 2 consecutive meetings. However, in case of any business requirements the Board meeting can be held at any time within the prescribed guidelines.

Information to be provided to the Board:

• Strategy, Annual operating plans and budgets, capital budgets, any updates thereon and periodic reviews of performance of the Company.
• Quarterly results of the Company.
• Constitution of, delegation of authority to and terms of reference of various committees constituted by the Board
• Minutes of meetings of various committees of the Board of Directors.
• Review of Policies and control systems.
• Amendments/ updates in the applicable regulations.
• Modifications in the Memorandum & Articles of Association, Delegation of Authority etc.
• Non-compliance of any regulatory/ statutory requirements, regulatory/ statutory show cause notice/ penalty etc.
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
• Sale of material nature of investments, subsidiaries, assets, which is not in the normal course of business.
• Information on recruitment and remuneration of senior officers just below the Board level.
• All information which is reasonably required by the Board/ Director to carry out their functions and duties and to take informed decisions in respect of matters brought before the Board for its consideration or entrusted to the Director by the Board or any committee thereof.

Quarterly Statement to the RBI/ NHB- The Company shall furnish a quarterly statement on change of directors, and a certificate from the Managing Director to the RBI/ NHB confirming that fit and proper criteria in selection of the directors has been followed. The statement submitted by the Company for the quarter ending March 31, shall be certified by its Statutory Auditors also.

Chief Risk Officer – Regulation 51 if the Master Directions state that a company is required to appoint a Chief Risk Officer and when it crosses Rs. 5000 crore of asset size.

Regulatory Communications – All regulatory communications, including the letters / advisories received, shall be informed to the Board.

REGULATORY COMMUNICATIONS

All regulatory communications, including the letters / advisories received, shall be informed to the Board.

Brief details of various committees to be constituted by the Board are as follows:

DISCLOSURE AND TRANSPARENCY

GHF shall put up to the Board of Directors, at regular intervals the following:

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

The Company shall also disclose the following in their Annual Financial Statements:

• Registration/ license/ authorization obtained from other financial sector regulators.
• Ratings assigned by credit rating agencies and migration of ratings during the year.
• Penalties, if any, levied by any regulatory authority.
• Information namely, area, country of operation and joint venture partners with regard to joint ventures and overseas subsidiaries.
• Asset-Liability profile, extent of financing of parent company products, NPAs and movement of NPAs, details of all off-balance sheet exposures, structured products issued by them as also securitization/ assignment transactions and other disclosures, as per the format prescribed by the RBI/ NHB.
• Any other disclosure required as per the regulatory/ supervisory directions.

Pursuant to Section 178 of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder (as amended from time to time), the Board of Directors of every listed public Company and the following classes of companies are required to constitute a Nomination and Remuneration Committee ("the Committee") of the Board and is required to formulate a policy ensuring the criteria for evaluation of performance and determination of remuneration based on the performance of Directors, KMPs and Senior Management.

• The public companies with a paid up capital of ten crore rupees or more;
• the public companies having turnover of one hundred crore rupees or more;
• the public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

Further, Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2016 as updated from time to time also require an HFC to constitute a Nomination Committee

The Policy is applicable for appointment, terms of appointment and continuation of appointment and review of employment terms of:

• Directors viz. Executive, Non-Executive and Independent;
• Key Managerial Personnel (“KMP")
• Senior Management

The key objectives of the Policy are as follows:

• To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board of Directors of the Company (the “Board”), policies relating to the remuneration (payable in whatever form) of the Directors, KMP Key Managerial Personnel and senior management
• To ensure that the Directors meet the "Fit & Proper" criteria at the time of appointment, and on a continuing basis
• To guide the Company in relation to appointment, removal of Directors & KMPs & evaluation of their performance;
• To formulate criteria for evaluation of the members of the Board and provide necessary report to the Board for further its evaluation by them.
• To ensure that remuneration to Directors, KMPs & Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
• To carry out evaluation of the performance of Directors & KMPs & and to provide for reward(s) directly linked to their effort, performance, dedication and achievement relating to the Company’s operations;
• To assist the Board to regularly review the policies and plans; and
• To perform such other functions as may be necessary or appropriate for the performance of its duties and mandated by the Board from time to time

• “Act” means the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time.
• “Board” means the Board of Directors of the Company
• “Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
• “Company” means Godrej Housing Finance Limited
• “Directors” shall mean Directors of the Company.
• Deferred Compensation” shall mean equity shares or ESOP (Employee Stock Option Plan) which vest over a period of time subject to terms of their issuance. 
• “Independent Director” means a director referred to in Section 149 (6) of the Act. 
• “Key Managerial Personnel” or “KMP” means: in relation to a Company as defined sub-section 51 of Section 2 of the Act, means and includes:
  • the Chief Executive Officer or the Managing Director or the manager;
  • the Company Secretary;
  • the Whole-Time Director;
  • the Chief Financial Officer;
  • such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and
  • such other officer as may be prescribed
• “Member” means a Director of the Company appointed as member of the Committee.
• “Nomination and Remuneration Committee”, called Committee, means the Board level committee constituted under Section 178 of Companies Act, 2013, which inter alia is responsible for recommending compensation for KMPs and Senior Management. The Charter of Committee shall be approved by the Board of Directors 
• Senior Management” shall mean personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive Directors, including the functional heads.
  
  Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 (as amended from time to time), shall have the meaning respectively assigned to them therein.

Appointment criteria and qualifications:

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.
• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has the discretion to decide whether qualifications, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
• The Directors for the Company must meet the fit & proper criteria at the time of appointment and on continuing basis
• NRC shall ensure that there is no conflict of interest in appointment of Director, KMP and Senior Management, 
• The Company shall not recommend or appoint or continue the employment of any person as the Managing Director, Whole-time director or Manager within the meaning of the Act, who has attained the age of 70 (seventy) years. Provided that the appointment of such a person who has attained the age of 70 (seventy) years shall be made with the approval of the Shareholders by passing a special resolution, based on the explanatory statement annexed to the notice for the Meeting of the Shareholders for such motion indicating the justification for appointment or extension of appointment beyond the age of 70 (seventy) years.
• Whether, he/ she is eligible to hold office of director under the provisions of the Act and Rules made thereunder and the applicable policies of the Company.

TERM / TENURE OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director, Executive/ Whole-time Director or Manager for a term not exceeding 5 (five) years at a time. No reappointment shall be made earlier than 1 (one) year before the expiry of term.

Independent Director:

• An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s Report.
• No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
• At the time of appointment of Independent Director(s) it should be ensured that he/she shall not hold office as a director, including any alternate directorship, in more than twenty companies at the same time. Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten.

The Committee shall carry out evaluation of performance of Board, its Committees and every Director, KMP and Senior Management on an annual basis or at such regular intervals as may be considered necessary.

The evaluation of independent directors shall be done by the entire board of directors which shall includes

• performance of the directors; and
• fulfillment of the independence criteria as specified in these regulations and their Independence from the management:

Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.

Due to reasons for any disqualification mentioned in the Act or under any other applicable law, rules and regulations, thereunder, the Committee may recommend, to the Board with reasons to be recorded in writing, removal of a Director, KMP or Senior Management, subject to the provisions and compliance of the said Act, such other applicable law, rules and regulations.

The Directors, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing HR policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

• The Committee may recommend remuneration / compensation / commission for KMP, Senior Managerial Personnel:
  • should be based on the level and composition of remuneration, reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
  • considering the relationship of remuneration with performance and meets appropriate performance benchmarks; and
  • should be balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:
  • Issuance conditions with respect to Deferred Compensation shall contain malus / claw back arrangement which would be linked to performance / behavior. 
  • The variable pay-out of the immediate preceding year to the Senior Management shall liable to be clawed back in event of violation of Code of Conduct. 
• The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the approval of the Shareholders of the Company, wherever required.
• The remuneration and commission to be paid to the managerial personnel shall be in accordance with the conditions laid down as per the provisions of the Act.
• Increments to the existing remuneration/ compensation structure of managerial personnel may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders or as laid down as per the provisions of the Act.

The remuneration / commission shall be in accordance with the statutory provisions of the Act and the Rules made thereunder for the time being in force. The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

DISCLOSURES

Following disclosure of the Policy shall be made:

• On website of company where the Policy shall be displayed as per regulatory directions
• Along with Directors Report

Board of Directors

• To consider and approve Nomination & Remuneration policy
• To consider and recommend the appointment of Directors to the Shareholders
• To consider and approve the appointment of KMPs and Senior Management
• To consider and recommend the remuneration including increments of managerial personnel to the shareholders
• To consider and approve the remuneration including increments of KMPs and Senior Management
• To consider and approve the minutes of the meeting

Nomination and Remuneration Committee

• To consider and recommend Nomination & Remuneration policy
• To consider and recommend the appointment of Directors, KMP and Senior Management to the Board of Directors
• To consider and recommend the remuneration including the increments of KMPs,
• All other matters incidental to policy

The Governance framework mentioned herein shall be read along with terms of reference / Charter of Board / Committees approved by the Board of Directors. In case of any conflict, the Terms of Reference / Charter approved by Board to be preferred

REVIEW, MODIFICATION & CHANGES

• There shall be an annual review of the Policy by the Board of Directors
• Board of Directors can at any time modify or amend, either the whole or any part of Policy

PREAMBLE

The Company has adopted the Code of Ethics & Business Conduct, which lays down the principles and standards that should govern the actions of the Company and its employees.

In order to comply with the provisions of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 eligible company needs to have a Vigil Mechanism to enable the employees and the directors to report their genuine concerns or grievance.

Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

PURPOSE

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. This policy aims to provide an avenue for employees / Directors to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc

DEFINITION

“Disciplinary Action” means any actionthat canbe takenonthe completionof /during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

“Employee” means every employee of the Company (whether working in India or abroad)

“Director” means Director on the Board of Directors of the Company.

“Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.

“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy

“Whistle blower” is someone who makes a Protected Disclosure under this Policy.

“Whistle Officer” means an officer who is nominated/ appointed to conduct detailed investigation of the disclosure received from the whistle blower and recommend disciplinary action. Currently, Mr. V Swaminathan, Head of Corporate Audit & Assurance is nominated as Whistle Officer.

“Whistle Committee” or “Committee” means a Committee of persons who are nominated/appointed to conduct detailed investigation of the disclosure received from the whistle blower and recommend disciplinary action. The Committee, if appointed, should include Senior Level Officers of Personnel & Admin, Internal Audit and a representative of the Company / Division/ Department where the alleged malpractice has occurred.

“Company” means, “Godrej Housing Finance Limited.”

“Good Faith”: An employee shall be deemed to be communicating in ‘good faith’ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

“Policy or This Policy” means, “Whistle Blower Policy.”

SCOPE AND APPLICABILITY

Various stakeholders of the Company are eligible to make Protected Disclosures under the Policy. These stakeholders may fall into any of the following broad categories:

• Employees of the Company
• Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location
• Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company
• Customers of the Company
• Any other person having an association with the Company

A person belonging to any of the above-mentioned categories can avail of the channel provided by this Policy for raising an issue covered under this Policy.

The Policy covers malpractices and events which have taken place/ suspected to take place involving:

1. Abuse of authority
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
6. Any unlawful act whether Criminal/ Civil
7. Pilferage of confidential/propriety information
8. Deliberate violation of law/regulation
9. Wastage / misappropriation of company funds/assets
10. Bribery or corruption
11. Sexual Harassment
12. Retaliation
13. Breach of IT Security and data privacy
14. Social Media Misuse
15. Breach of Company Policy or failure to implement or comply with any approved Company Policy

The Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

OWNERSHIP

The responsibility for overall implementation and upkeep of this policy rests with the Whistle Blower committee.

RESPONSIBILITY FOR IMPLEMENTATION

Compliance with this policy is mandatory and the task of implementation of the policy is with the Human Resource team. Chief Human Resource Officer may delegate specific responsibilities of this policy to a specific employee of the company on the recommendation of leaders.

REVIEW & DEVIATIONS

• There shall be an annual review of the Policy by the Board of Directors
• Board of Directors can at any time modify or amend, either the whole or any part of Policy

COMMUNICATION

The policy is communicated by the CHRO to the entire organization as deemed necessary.

POLICY

In this section, specific policies are defined which form the foundation of the Fair Practice Code for GHF. This policy is supported by other policies, additional templates, configuration documents and standard operating procedures where required.

WHISTLE BLOWER COMMITTEE

MD & CEO can setup a Whistle Blower committee to whom Directors and employees shall address their serious concerns arising from irregularities, malpractices and other misdemeanors committed by the Company’s personnel.

The Whistle blower Committee of the Company will be approved by the Board of Directors.

Role of Whistle Blower Officer

Any employee who has a genuine complaint or concern about any fraud or violation of any law, rule or regulation or unacceptable/improper practice and/or any unethical practice may complain about this to his superior or to the designated person to attend to Whistle officer as mentioned below, or to the Audit Committee.

Mr. V. Swaminathan, has been appointed as the “Whistle Officer”, for Godrej Group with effect from May 1, 2010, and can be contacted in writing at Pirojshanagar, Eastern Express Highway, Vikhroli-East, Mumbai 400 079 or on telephone at +91 22 25194403 or on email at ve.swaminathan@godrejinds.com.

To keep consistency with the group policy and to have an external assured person to manage the sensitive function the company also appoints him as a “Whistle Officer” for GHF.

He shall be responsible for the following functions:

1. To receive and record any complaints under this policy.
2. To ensure confidentiality of any “Whistle Blowing” complainant who requests that their complaint be treated in confidence.
3. To prepare a report of any whistle blowing complaint and send the report promptly to the Audit Committee Members. A copy of the report shall be simultaneously sent to the Managing Director / Executive Director for investigation. The Managing Director/Executive Director after investigation shall place a report to the Audit Committee for discussion and decision. The Audit Committee Members shall then discuss the same and take necessary action.
4. The Whistle Blowing Officer shall communicate the Audit Committee’s decision to the complainant for his information.

Role of the Whistle blower Committee

1. The Committee will consider the credibility of the complaint submitted through the Protected Disclosure, the gravity of the issue raised and the likelihood of proving the allegation(s) from independent, verifiable sources. This is to be bifurcated into two parts:
   • Complaint against Non-GLF members: Ethics team under Corporate audit will do investigation and if the allegations are true then the committee members (BU Head, HR Head and Head – Corporate audit and assurance) will take necessary decision.
   • Complaint against GLF members: In case of a complaint against GLF members or the BU head and HR head, the group CHRO and Chairman (Mr. Pirojsha) will be updated on the investigation findings and basis which necessary action will be taken.
2. The ethics team under Corporate Audit shall submit reports with the Whistle Blower committee for their review and shall assist them in manner required. Basis the report and inputs, the committee shall decide the next course of action..

The Committee will decide on carrying out further investigation upon the receipt of the report of the official undertaking the preliminary investigation

ROLE OF A WHISTLE BLOWER

• A Whistle blower is a person who will merely report a misdemeanor, as stated earlier, without acting as an investigator and will not, therefore, act on his own in conducting an investigative activity, other than as requested by the Designated Authority or the Audit Committee of the Board.
• Following from the above, on detecting a wrong-doing or misdemeanor, the Whistle blower will not determine corrective or remedial action that may be warranted under the circumstances.
• The Whistle blower should provide specific and verifiable details in the Protected Disclosure in appropriate language that is not offensive.
• The Whistle blower can discuss all matters related to the Whistle blower Policy, including his role and the implications of submitting the Protected Disclosure with the Ethical Counselor. The final decision to submit information under Protected Disclosure will, however, be the sole decision of the whistle blower.
• Though they would not necessarily be required to conclusively prove the points contained in the Protected Disclosure, in order to support their disclosure, the Whistle blower should provide sufficient evidence to establish a prima facie case for investigation.
• The Whistle blower can report instances of leak of any unpublished price sensitive information by any insider in contradiction of the Securities Dealing Code of the Company.

PROTECTION TO WHISTLE BLOWER

• The identity of the Whistle blower shall be kept confidential and will not be revealed unless required in terms of an order of a court of law.
• Complete protection will be given to the Whistle blower against retaliation or retribution consequent upon his/her having reported a Protected Disclosure.
• A Whistle blower will not get protection under the Policy if he is himself found guilty of misconduct. In other words, while the Committee will take cognizance of the Protected Disclosure, the Director’s or employee’s misconduct will be dealt with separately.
• The Company will take steps to minimize difficulties that a Whistle blower may face in the submission of a Protected Disclosure. For instance, he will be reimbursed expenses incurred in travel, boarding and lodging for tendering evidence, if warranted.

Suitable disciplinary action (including termination of service) may be taken against the Subject in case he is found guilty of misconduct against the Whistle blower, in retaliation of a complaint submitted.

• In case any action has been initiated against the Whistle blower (for acts of omission or commission attributed to him) the disciplinary authority in such cases would be one level higher than the disciplinary authority in the normal course of action.
• Any Director or employee who assists in investigating a Protected Disclosure will also be protected to the same extent as the Whistle blower.
• In case the protection to the Whistle blower as well as Director or employees assisting in the investigation (as outlined above) is violated in any manner, the same may be reported to the Whistle blower Committee or the Chairman of the Audit Committee.

ETHICAL COUNSELLOR

Head - HR shall assist Directors or employees who have witnessed offences and are in need of counselling about their roles and responsibilities in seeking a redressal of the wrongdoings. Interested concerns can reach out on ruhie.pande@godrejhf.com

WHISTLE BLOWER REPORTING

• All Protected Disclosures reported against officials should be addressed to the Whistle blower Committee which may be reported through the following channels:
• Email to the Whistle blower Committee at ethicsindia@godrejinds.com or call on Hotline number 1800 225 548  or
• Email to any of the members of the Committee 
  • manish.shah@godrejhf.com or
  • ruhie.pande@godrejhf.com or
  • ve.swaminathan@godrejinds.com
• Employees/Directors are also free to communicate their complaints directly to the Audit Committee Members. They can communicate their complaints to the nominated Audit Committee Member. Till the time an Audit Committee member is nominated the complain can be shared with whistle blow officer:
  Mr. V Swaminathan
  Head - Corporate Audit & Assurance,
  Pirojshanagar, Eastern Express Highway,
  Vikhroli (East) Mumbai – 400079
  Email id: ve.swaminathan@godrejinds.com
• There may be occasions when a Whistle blower submits a complaint to a person in the Company other than the members of the Whistle blower Committee. It is proposed that Protected Disclosures received by officials, in the rank of VP and above, be forwarded to the Whistle blower Committee for necessary action.
• Protected disclosures should preferably be reported in writing in order to ensure a precise understanding of the issues raised and should either be typed or written in legible handwriting in English, Hindi or in the regional language of the place of employment of theWhistle blower.
• It is suggested that the Protected Disclosure be forwarded under a covering letter (or as an attachment to the email message) such that only the covering letter/email message bears the identity of the Whistle blower. The Whistle blower should, preferably, not disclose personal details in the Protected Disclosure that may identify him.
• In case the Whistle blower has a personal interest in the matter, it should be disclosed at the outset in the forwarding letter/email message
• The covering letter/email message should prominently indicate that the Protected Disclosure/complaint is being made under the “Whistle blower Policy”.
• Copies of documents that may help in establishing the veracity of the Protected Disclosure report/complaint may be attached to the Protected Disclosure.
• The envelope containing the Protected Disclosure/complaint (when made in paper form) should be marked “Confidential”.
• The Designated Authority shall detach the covering letter/email message and forward only the Protected Disclosure to the Investigators for investigation.
• In order that the confidentiality of the Whistle blower (in case of Director or an employee who has revealed his/her identity) is maintained, an acknowledgement of receipt of the Protected Disclosure/complaint will be sent to the Whistle blower only through email.

OUTCOME OF THE INVESTIGATION INTO ALLEGATION UNDER A WHISTLE BLOWER POLICY

If an investigation leads the Designated Authority to conclude that an improper, unethical, fraudulent act or misconduct has been committed, the Designated Authority shall recommend to the management of the Company to take such disciplinary or corrective action against the erring officials (Subjects) as the disciplinary authority may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject(s) as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or Staff Conduct and Disciplinary Procedures.

REPORTING TO THE AUDIT COMMITTEE BOARD

A quarterly report on the findings under the Whistle blower Policy will be submitted to the ACB for information. The Human Resource department will be the convener of the Whistle blower Committee and will monitor and will submit the quarterly reports to the ACB.

DISPLAY AND NOTIFICATION

The Whistle blower Policy shall be displayed on the Company’s intranet, and a paper copy of this will be made available to any person on demand from any of the offices of the Company. New employees in the Company will be informed about the Policy as part of their joining formalities.

1. For Semi-fixed pre-payment charges to be levied as per prevailing rate at time of closing
2. Refund of Fee: No refund of fee shall be allowed in any case at any point of time
3. Please note: In addition to the above fee and charges, GST, any cess & other taxes, levies etc.
prescribed by the Government of India or respective state will also be charged. Further the above fee and charges are subject to change and will be at the sole discretion of GHF.
4. The Company has adopted an interest rate model based on cost of funds, cost of operations, various risks associated with the loan & security etc. An additional spread, based on the overall risk perceived, is factored in the pricing, which is function of income, credit history, credit information, profile of the borrower, internal assessment of the Company etc. Accordingly, the applicable rate of interest may be different for different customers’ loan exposures.

Any customer having a grievance/ complaint/ feedback with respect to the product and services offered by Godrej Housing Finance Limited (“GHFL” or “the Company”) may write to the Company’s Customer Service Department in following manner:

How a complaint should be made

For proper resolution, the customer is requested to provide necessary loan details i.e. Loan Account Number, Details of Feedback/ Suggestion/ Complaint and valid Contact Information including phone no. & e-mail ID while lodging communicating with the Company.

Whom to approach for redressal

Customers are requested to first raise their concerns through any of channels mentioned above. In case no response is received, or you have not received a satisfactory response for your grievance within 7 days, such complaint may be escalated to the Grievance Redressal Officer of the Company whose details are as given below:

When to expect a reply

The Company shall endeavor to address/respond to all queries/grievances within reasonable time and keep the customer in informed about the status of their complaints. Each customer query/ complaint being unique in nature, may take up to 4 weeks for complete resolution after investigation.

Whom to approach for Escalation

In case your grievance is not addressed within 28 working days of registering with us, you may approach the National Housing Bank at the address given below:

____________
Borrower

____________
Co-Borrower 1

____________
Co-Borrower 2

____________
Co-Borrower 3

Obtaining insurance is not mandatory and neither linked to the Loan. However in order to safeguard the interests of the dependents in the event of untimely death of borrower or in event of damage to the property, the company facilitates obtaining of a life insurance policy for securing loan amount & property insurance for the collateral. Brief details of it are as below:

Company facilitates insurance from an IRDA registered insurance company with whom it has a Master Policy. Policy will be issued as subject to the terms and conditions set out by the Insurer.In the event of death / damage to property the proceeds will be first used for extinguishing loan liability post which the sum, if any, shall be transferred to heirs / borrowers.

Company makes no warranty or representation about the insurance company or product & all guidelines issued by the Insurere on claims, policy, surrender among others will be applicable.

Any grievance related to insurance is to be taken up with insurance company

Taking insurance policy is not linked with obtaining loan.

____________
Borrower

____________
Co-Borrower 1

____________
Co-Borrower 2

____________
Co-Borrower 3

1. For Semi-fixed pre-payment charges to be levied as per prevailing rate at time of closing
2. Refund of Fee: No refund of fee shall be allowed in any case at any point of time
3. Please note: In addition to the above fee and charges, GST, any cess & other taxes, levies etc.
prescribed by the Government of India or respective state will also be charged. Further the above fee and charges are subject to change and will be at the sole discretion of GHF.
4. The Company has adopted an interest rate model based on cost of funds, cost of operations, various risks associated with the loan & security etc. An additional spread, based on the overall risk perceived, is factored in the pricing, which is function of income, credit history, credit information, profile of the borrower, internal assessment of the Company etc. Accordingly, the applicable rate of interest may be different for different customers’ loan exposures.

____________
Borrower

____________
Co-Borrower 1

____________
Co-Borrower 2

____________
Co-Borrower 3

GHF endeavours to address and respond to all the customers’ requests and complaints within a reasonable time and will keep the customer informed on the status as necessary in the interest of the customer. Since, every request and complaint is unique in nature, it may take up to 4 weeks for a thorough resolution, post investigations if any.

The above mentioned Most Important Terms and Conditions (MITC) are not exhaustive and are to be read in conjunction with the terms contained in Sanction letter and the Loan Agreement and the other documents which the borrower has executed with Godrej Housing Finance Limited. In case of any conflict in the terms, the terms as provided in the Loan Agreement shall prevail.

With Warm Regards

For Godrej Housing Finance Limited

Authorised Signatory

Click here to view form in Marathi, Hindi, Kannada

INTRODUCTION

Godrej Housing Finance Limited (“Godrej” or “GHF” or “Company”) conducts itself with highest standard of integrity and has always followed both letter and spirit of the law.

Related party transactions can present a potential or actual conflict of interest which may be against the best interest of GHF and / or its shareholders. GHF does not promote any transaction which may be at variance with the established principles of Corporate Governance or which does not meet the highest standard of ethics or integrity.

SCOPE & APPLICATION

This policy shall regulate transactions between the Company and its Related Parties based on the laws and regulations applicable to the Company.

REGULATORY REQUIREMENT

In terms of the provisions of Section 188 of the Companies Act, 2013 (“the Act"), the Company is required to follow the procedure as prescribed for the Related Party Transactions for which inter alia it is required to draft a Related Party Transaction Policy ("Policy") as per the extant law and adhere to it for operations.

The Reserve Bank of India vide Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 dated 17th February 2021 prescribed that Housing Finance Companies (HFCs) with asset size of Rs. 50 crore and above should evolve a Related Party Transaction Policy ("Policy") and share the same in public domain.

PURPOSE

This Policy is intended to ensure due and timely identification, approval, disclosure and reporting of transactions between GHF and any of its Related Parties in compliance with the applicable laws and regulations as may be amended from time to time.

The provisions of this Policy are designed to govern the approval process and disclosure requirements to ensure transparency while conducting Related Party Transactions and to comply with the statutory provisions in this regard.

DEFINITIONS

“Act” means Companies Act, 2013 and rules made thereunder, as amended from time to time.

“Arm’s Length Transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest

“Associate” means an enterprise in which the Company has a significant influence, but which is not a subsidiary company of the Company having such influence and includes a joint venture company and the term “Associate Company” shall be interpreted accordingly. For the purpose of this definition, “Significant Influence” means control of at least twenty percent of total share capital, or of business decisions under an agreement.

“Board” means the Board of Directors of the Company.

“Committee” means Audit Committee of the Company as constituted or reconstituted by the Board of Directors of the Company in accordance with the Section 177 of the Act read with the rules framed thereunder.

“Company” means Godrej Housing Finance Corporation Limited.

“Company Secretary” means a person who is appointed by the Company to perform the functions of the Company Secretary under provisions of the Act;

“Directors” means Directors appointed by the Board including executive, non-executive and independent directors.

“Ordinary course of business” means the usual transactions, customs and practices undertaken by the Company to conduct its business operations and activities and includes all such activities which the Company can undertake as per Memorandum & Articles of Association. The Board and Audit Committee may lay down the principles for determining ordinary course of business in accordance with the statutory requirements and other industry practices and guidelines.

“Independent Director” means a director referred to in Section 149(6) of the Act.

“KMP” or “KMPs” means the following key managerial personnel:

• Chief Executive Officer and / or Managing Director or Manager of the Company;
• Chief Financial Officer of the Company;
• Company Secretary of the Company;
• Whole Time Director of the Company; and
• Such other officer of the Company as may be decided by the Nomination and Remuneration Committee.

“Member” means a Director of the Company appointed as member of the Committee.

“Material Related Party Transaction” means a transaction with a Related Party in relation to –

• sale, purchase or supply of any goods or materials, directly or through appointment of agent amounting to 10% or more of the Annual Turnover of the Company; or
• selling or otherwise disposing of, or buying, property of any kind directly or through appointment of agent, amounting to 10% or more of Net Worth of the Company as defined under Section 2(75) of the Act; or
• leasing of property of amounting to 10% or more of the Annual Turnover of the Company; or
• availing or rendering of any services, directly or through appointment of agent, amounting to 10% or more of the Annual Turnover of the Company, or
• appointment to any office or place of profit in the Company, its subsidiary company or associate company at a monthly remuneration exceeding Rs. 2.5 lakhs; or
• underwriting the subscription of any securities or derivatives thereof, of the Company exceeding 1% of the Net Worth.

“NHB Guidelines” means and includes NHB Act, 1987, NHB Directions, 2010, NHB Notifications, Circulars and others such communications thereto.

“Relative” with reference to a Director or KMP means persons as defined under Section 2(77) of the Act and rules prescribed thereunder.

“Related Party” have the meaning as defined in Section 2(76) of the Act.

"Related Party Transaction" means the transaction under Section 188 of the Act encompasses all contracts or arrangements with a Related Party and have

have the meaning as defined under Regulation 2(1)(zc) of the Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 as means transfer of resources, services or obligations between a listed entity and a related party, regardless of whether price is charged and a transaction with a related party shall be construed to include a single transaction or a group of transactions in a contract, including but not limited to the following –

• sale, purchase or supply of any goods or materials;
• selling or otherwise disposing of, or buying, property of any kind;
• leasing of property of any kind;
• availing or rendering of any services;
• appointment of any agent for purchase or sale of goods, materials, services, property;
• appointment to any office or place of profit in the company
• underwriting the subscription of any securities or derivatives thereof, of the company
• A transaction shall be construed to include a single transaction or a group of transactions in a contract

“Senior Management Personnel / Senior Management” means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional and departmental heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 or NHB Act, 1987, NHB Directions, Notifications, Circulars or guidelines as may be amended from time to time shall have the meaning respectively assigned to them therein.

KEY PRINCIPLES FOR RELATED PARTY TRANSACTIONS

Identification of Related Parties

All Directors and Key Managerial Personnel (KMPs) shall be responsible for informing the Company of their interest (including interest of their Relatives) in other companies, firms or concerns at the beginning of every financial year and any change in such interest during the year, immediately on occurrence. Further, Directors and KMPs should disclose to the Board whether they, directly, indirectly, or on behalf of third parties, have interest in any transaction or matter directly affecting the Company.

In addition, all Directors and KMPs are responsible for giving notice to the Company Secretary of any potential Related Party Transaction involving them or their Relatives.

Also, every officer of the Company entrusted with the authority to enter into any transaction shall be responsible for providing notice to the Board or Audit Committee, through the Company Secretary of the Company of any Related Party Transaction involving the Company. The Board / Audit Committee, through the Company Secretary will determine whether the Transaction does, in fact, constitute a Related Party Transaction requiring compliance with this Policy.

Such notice of any Related Party Transaction should be given at least 1 week in advance so that the Company Secretary (or such other person who may be entrusted for this purpose by the Audit Committee) has adequate time to obtain and review information about the proposed transaction and place the same before the Audit Committee.

The relevant Director/ KMP will also be required to provide any additional information about the transaction that the Board/Audit Committee may reasonably request. The Board/ Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with the Policy.

Ordinary Course of Business

The phrase Ordinary Course of Business is not defined under the Act or Rules made thereunder. The Company shall adopt a reasonable approach / methodology to demonstrate ‘Ordinary Course of Business’ which shall, inter alia, include the nature of the transaction, the frequency / regularity / length of time the company is engaged in such transaction, such transaction / action is consistent with the past practices and was taken in the ordinary course of the normal day-today operations of such company, common commercial practice i.e. customarily taken, in the ordinary course of the normal day-to-day operations of other companies that are in the same / similar line of business.

Arms-Length Transaction

For transactions between two related parties to be considered to be at Arm’s Length Pricing, the transaction should be conducted between the two parties as if the parties were unrelated, so that there is no conflict of interest i.e. Arm’s Length Pricing is the condition or the fact that the two related parties transact as independent (un-related) parties and on an equal footing from one or more of the following aspects viz. nature of goods / services, risk assumed, assets / resources employed, key terms / covenants.

In the absence of any guidelines on Arm’s Length Pricing in the Act, the Company shall adopt reasonable approach / methodology to demonstrate Arm’s Length Pricing for the specified Related Party Transactions identified, which shall, inter alia, include, the nature of the transaction, description of functions to be performed, risks to be assumed and assets to be employed, key terms / special terms in the arrangement forming part of a composite transaction;

The Company shall adopt an appropriate framework to assess whether transactions with related parties are done at an Arm’s Length and Company adopts generally accepted practices and principles in determining whether the transaction is at “Arm’s Length”.

Materiality Threshold for Related Party Transaction

The Company follows Materiality Thresholds for Related Party Transactions as defined under Definition section of this Policy, which are not in the ordinary course of business and/or not at arm’s length basis.

Guiding Principles for Approval of Related Party Transactions

For seeking approval of Audit Committee and the Board of Directors, as the case may be, for Related Party Transaction(s), all relevant material information of the Related Party Transaction(s), including the terms of the transaction, the business purpose of the transaction, the benefits to the Company etc. will be provided to the Board/ Audit Committee. In determining whether to approve or reject a Related Party Transaction, the Board/ Audit Committee will consider the following factors, among others, to the extent relevant to the Related Party Transaction:

• Whether the transaction is in the ordinary course of business of the Company;
• Whether the terms of the Related Party Transaction are fair to the Company and would apply on the same basis if the transaction did not involve a Related Party;
• Whether there are any compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;
• Whether the Related Party Transaction would impair the independence of an otherwise Independent Director or Nominee of a Director;
• Whether the Related Party Transaction would impair the independence of an otherwise Independent Director or Nominee of a Director;
• Whether the Related Party Transaction would present an improper conflict of interest for any Director, Nominee for Director or KMP of the Company, taking into account the size of the transaction, the overall interest of the Director, Nominee for Director, Executive Officer or other Related Party, the direct or indirect nature of the Director’s Nominee, Executive Officer’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.

Related Party Transaction not approved under the policy

In the event the Company becomes aware of a Related Party Transaction with a Related Party that has not been approved under this Policy prior to its consummation, the matter shall be reviewed by the Committee / Board.

The Committee / Board shall consider all the relevant facts and circumstances regarding the Related Party Transaction, and shall evaluate all options available to the Company, including ratification, revision or termination of the Related Party Transaction.

The Committee / Board shall also examine the facts and circumstances pertaining to the failure of reporting such Related Party Transaction to the Committee under this Policy and shall take any such action it deems appropriate.

In any case, where the Committee / Board determines not to ratify a Related Party Transaction that has been commenced without approval, the Committee / Board, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction.

In connection with any review of a Related Party Transaction, the Committee / Board has authority to modify or waive any procedural requirements of this Policy.

APPROVAL PROCESS FOR RELATED PARTY TRANSACTIONS

Approval of the Audit Committee

Every related party transaction shall be approved by the Audit Committee (“Committee”) as required in terms of the provisions of the Companies Act, 2013 and the Directions. The Audit Committee of the Board will review and, if appropriate, approve Related-Party Transactions. Accordingly, management shall present to the committee the following information with respect to all Related Party Transactions expected to be entered into during that financial year:

• the name of the Related Party;
• the Related Party’s interest in the transactions, including the Related Party’s position or relationship with, or ownership of, any entity that has an interest in the transactions;
• the estimated rupee value of the transactions;
• a general description of the transactions, including material terms and conditions;
• in case of loans, the aggregate amount of loans and the rate of interest payable on such loans;
• in case of guarantees issued, the aggregate amount of guarantees, nature of guarantee and commission to be payable on such guarantees;
• an assessment of whether the transactions are on terms that are comparable to the terms available to unrelated third parties or to employees generally; and
• any other material information regarding the transaction(s) or the Related Party’s interest in the transaction(s).

After reviewing such information and being satisfied that there is a need for such approval, the members of the Audit Committee (without the participation of the Committee member(s) interested in the transaction, if any) shall approve or disapprove such transactions.

Omnibus Approval to transactions

The Committee may consider to grant Omnibus approval of such transactions only if it is determined by the Committee that such transactions are:

• Repetitive in nature and that such approval is in (or not inconsistent with) the best interests of the Company and its shareholders;
• Compliant with requirement of the Arm’s length transaction;
• In the ordinary course of the business of the Company.

Such omnibus approval shall specify:

• the name/s of the related party;
• nature of transaction, period of transaction, maximum amount of transaction that can be entered into, and
• the indicative base price / current contracted price and the formula for variation in the price if any.

Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction.

The Audit Committee shall review, on a quarterly basis, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given. Such omnibus approvals shall be valid for a period not exceeding one financial year and shall require fresh approvals after the expiry of one financial year.

No member of the Audit Committee shall participate in the review, consideration or approval of any Related-Party Transaction with respect to which such member or any of his or her relatives is a Related Party.

If any material information with respect to such transactions shall change subsequent to the Committee’s review of such transactions, management shall provide the Committee with updated information at a subsequent meeting and will get the changes approved afresh by the Committee.

All the directors are required to declare and disclose their concerns or interests in any company or companies or bodies corporate at the first Board meeting in every financial year and subsequently whenever there is any change therein.

Omnibus approval shall not be made for the transactions in respect of selling or disposing of the undertaking of the Company.

Approval of the Board of Directors

All Related Party Transactions that are not in the ordinary course of business or not on arm’s length basis shall be referred to the Board of Directors for their approval.

Any member of the Board who has a potential interest in such Related Party Transaction will recuse himself or herself and abstain from discussion or voting on the approval of such Related Party Transaction.

In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:

• Transactions which may be in the ordinary course of business and at arm’s length basis, but which are as per the policy determined by the Board from time to time (i.e. value threshold and/or other parameters) require Board approval in addition to Audit Committee approval;
• Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval;
• Transactions which are in the ordinary course of business and at arm’s length basis, but which as per Audit Committee requires Board approval;
• Transactions meeting the materiality thresholds laid down under approval of Shareholders part of the Policy, which are intended to be placed before the shareholders for approval.

Approval of Shareholders

Any such Related Party Transactions shall also be placed for prior approval of shareholders by way of resolution, if it exceeds the thresholds as defined under the definition of Material Related Party Transactions under this Policy.

All entities falling under the definition of Related Parties shall not vote to approve the said resolution being placed before the shareholders, irrespective of whether the entity is a party to the transaction or not.

Related Party Transaction not requiring Approval

The following Related Party Transactions shall not require any separate approval under the Policy:

• Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business;
• Transactions that have been approved by the Board under specific provisions of the Act;
• Payment of Dividend;
• Transactions involving corporate restructuring, such as buy-back of shares, capital reduction, merger, demerger, hive-off etc. which are approved by the Board and carried-out in accordance with the specific provisions of the Act or the applicable regulations;
• Contribution towards Corporate Social Responsibility (CSR) within the overall limits approved by the Board that require approval of the CSR Committee.
• Where the transactions are entered into by the Company in its ordinary course of business and are on arms’ length basis; or
• Any related party transaction not requiring approval as per extant applicable law / guidelines.

Approval Matrix:

DISCLOSURE

All Related Party Transactions will be disclosed in Annual Report, Results and other filings made by the Company, to the extent required as per the applicable provisions of the laws and regulations. Further, as required in the NHB Directions, the Company will disclose the Policy on its website as well as in its Annual Report

REVIEW, MODIFICATION & CHANGES

• There shall be an annual review of the Policy by the Board of Directors;
• Board of Directors can at any time modify or amend, either the whole or any part of Policy;