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GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. CORPORATE INFORMATION BOARD OF DIRECTORS PAGE 1) Shri Ashok K. Roy Chairman CONTENTS NO. 2) Shri G. Srinivasan Director 3) Dr. A. K. Saxena Director Corporate Information 1 4) Shri Milind A. Kharat Director 5) Shri N. Mohan Director Notice of AGM 5 6) Shri V. Ramasamy Director 7) Shri Kamlesh S. Vikamsey Director Directors’ Report 16 8) Mrs. Mona Bhide Director Management Discussion & Analysis 9) Shri Warendra Sinha Managing Director & CEO 21 Report SENIOR VICE PRESIDENT & COMPANY SECRETARY Shri S. Sridharan Corporate Governance Report 24 AUDITORS Shareholders Information 30 M/s CNK & Associates LLP Chartered Accountants Auditors’ Report 35 Mumbai (Firm Reg. No.101961W) Balance Sheet 40 PRINCIPAL BANKERS HDFC Bank Ltd., United Bank of India, Axis Bank Ltd., Bank of Statement of Profit and Loss 41 India, Union Bank of India, Bank of Maharashtra, Bank of Baroda, State Bank of Mysore, State Bank of Bikaner & Jaipur, Syndicate Bank, Oriental Bank of Commerce, Punjab & Sindh Bank, The Cash Flow Statement 42 Nova Scotia Bank Ltd., Corporation Bank, Indian Bank, Kotak Mahindra Bank, Allahabad Bank, ING Vysya Bank Ltd. & Vijaya Bank. Notes to Accounts 44 REGISTERED OFFICE Financial Analysis 67 Royal Insurance Building, 6th Floor, 14, Jamshedji Tata Road, Churchgate, Five Years’ at a Glance 68 Mumbai - 400020 India REGISTRARS AND SHARE TRANSFER AGENT 24th ANNUAL GENERAL MEETING M/s Sharepro Services (India) Pvt. Ltd., Date : Thursday, 11th September, 2014 13AB, Samhita Warehousing Complex, Second Floor, Sakinaka Telephone Exchange Lane, Time : 3.30 p.m. Off. Andheri Kurla Road, Venue : Yashwantrao Chavan Pratishthan, Mumbai Sakinaka, Andheri (East), Chavan Centre, Cultural Hall, Mumbai – 400072 4th Floor, General Jagannath Bhosale Marg, Tel.: 022 – 67720300, 67720400 & 67720403; Mumbai - 400021. Fax : 022 - 67720416 E-mail : [email protected] Annual Report 2013-14 1 GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. BOARD COMMITTEES BUSINESS HEADS Sr. Branch Manager No AUDIT COMMITTEE 1) Ahmedabad Shri Amit Thakur 1) Shri V. Ramasamy - Chairman 2) Bangalore Shri S. Vijayaramesh 2) Shri N. Mohan 3) Bhubaneshwar Shri Siddhartha Roy 4) Borivali Shri Shrinivas Mahishi 3) Shri Kamlesh S. Vikamsey 5) Chandanagar Shri S. Prashanth Kumar 6) Chandigarh Shri Pramender Singh STAKEHOLDERS RELATIONSHIP COMMITTEE 7) Chennai Shri N. Ragothaman 1) Shri V. Ramasamy - Chairman 8) Chinchwad Shri Sanjay Koppikar 9) Coimbatore Shri V. Kumaraguru 2) Shri N. Mohan 10) Dehradun Ms. Rupsi Sharma 3) Mrs. Mona Bhide 11) Delhi Shri Vicky Kapoor 12) Diamond Harbour Shri Santosh Kumar Singh NOMINATION AND REMUNERATION COMMITTEE 13) Durgapur Shri Mainak Pal 14) ECIL Shri V. Prajaranjan Reddy 1) Mrs. Mona Bhide - Chairperson 15) Gurgaon Shri Vinayak Kumar 2) Shri V. Ramasamy 16) Hyderabad Shri Kaushik Basu 17) Indore Ms. Kriti Kaul Ogra 3) Shri N. Mohan 18) Jaipur Shri Arpit Tambi 19) Jodhpur Shri Bidyut Pal ASSET LIABILITY MANAGEMENT COMMITTEE 20) Kalyan Shri Rohit Medhekar 21) Kochi Shri V. Jayaram 1) Shri V. Ramasamy - Chairman 22) Kolhapur Shri Dnyaneshwar Doundkar 2) Shri N. Mohan 23) Kolkata Shri Santosh Kumar Singh 24) Lucknow Shri Shanish Sharma 3) Shri Warendra Sinha 25) Ludhiana Shri Harish Arora 26) Madurai Shri G. Rajasekar MANAGEMENT 27) Malout Shri Pramender Singh 28) Mumbai Shri Ramesh More 1) Shri Rajib De Senior Vice President 29) Nagpur Shri Nilesh Giri 30) Nashik Shri Subhajit Basu 2) Shri K. B. Suresh Senior Vice President 31) Nere Panvel Shri Amit Kumar Jha & Shri Ramesh Gaikwad 3) Shri S. Sridharan Senior Vice President & 32) Navi Mumbai Mrs. Mahalakshmi Sharma Company Secretary 33) Noida Shri Deepak Kumar 34) Panaji Shri Christopher D’Souza 4) Shri Mahesh Ghagre Vice President 35) Panvel Shri Joseph Thomas 36) Patiala Shri Amit Kandwal 5) Shri Srinivas Mahishi Vice President 37) Patna Shri Santosh Kumar 38) Porur Shri S. Balakrishnan 6) Shri S. Vijayaramesh Assistant Vice President 39) Pune Shri Sudhir Kasabekar 40) Tambaram Mrs. C. V. Vijayavardhini 7) Mrs. Mahalakshmi Sharma Assistant Vice President 41) Thane Shri V. R. Joshi 42) Trichy Shri K. G. Krishnan 8) Mrs. Corina Rebello Assistant Vice President 43) Trivendrum Shri Mithun Mohan 44) Vadodara Shri R. Lalithkumar 45) Virar Shri Vinayak Joshi 46) Vishakhapatnam Shri Sukhendu Acharya 47) Yelahanka Shri Thangaraj 2 Annual Report 2013-14 GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. BOARD OF DIRECTORS Shri Ashok K. Roy Chairman Shri G. Srinivasan Dr. A. K. Saxena Director Director Shri Milind A. Kharat Shri N. Mohan Shri V. Ramasamy Director Director Director Shri Kamlesh S. Vikamsey Mrs. Mona Bhide Shri Warendra Sinha Director Director Managing Director & CEO Annual Report 2013-14 3 GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. NOTES 4 Annual Report 2013-14 GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. NOTICE 24TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Twenty Fourth Annual General Meeting of the Members of GIC HOUSING FINANCE LTD. will be held on Thursday, 11th September, 2014 at 3.30 p.m. at Yashwantrao Chavan Pratishthan Mumbai, Chavan Centre, Cultural Hall, 4th Floor, General Jagannath Bhosale Marg, Mumbai- 400 021 to transact the following business: ORDINARY BUSINESS: ITEM NO. 1: To receive, consider and adopt the audited Annual Financial Statements for the year ended on 31st March 2014 together with the Reports of the Directors and Auditors thereon. ITEM NO. 2: To declare dividend on Equity Shares for the financial year ended on 31st March, 2014. ITEM NO. 3: To appoint a Director in place of Shri G. Srinivasan (DIN 01876234), who retires by rotation and, being eligible, offers himself for reappointment. ITEM NO. 4: To appoint a Director in place of Shri N. Mohan (DIN 03447546), who retires by rotation and, being eligible, offers himself for reappointment. ITEM NO. 5: To re-appoint M/s. CNK & Associates LLP, Chartered Accountants, Mumbai (Firm Reg. No.101961W), as Statutory Auditors of the Company to hold office for 5 (Five) years, from the conclusion of this Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company and to authorise Board of Directors of the Company to fix their remuneration. SPECIAL BUSINESS: ITEM NO. 6: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Mrs. Mona Mukund Bhide (DIN 05203026), who was appointed as an Additional Director of the Company pursuant to Article 111 of Articles of Association of the Company with effect from 17th September, 2013 and who holds office up to the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, up to the conclusion of 28th Annual General Meeting of the Company.” ITEM NO.7: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Shri V. Ramasamy (DIN 00490988), who was appointed as an Additional Director of the Company pursuant to Article 111 of Articles of Association of the Company with effect from 17th September, 2013 and who holds office up to the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company up to the conclusion of 28th Annual General Meeting of the Company.” ITEM NO. 8: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT Shri Kamlesh Shivji Vikamsey (DIN 00059620), who was appointed as an Additional Director of the Company pursuant to Article 111 of Articles of Association of the Company with effect from 17th September, 2013 and who holds office up to the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Annual Report 2013-14 5 GIC HOUSING FINANCE LTD. GIC HOUSING FINANCE LTD. Companies Act, 2013, proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company up to the conclusion of 28th Annual General Meeting of the Company.” ITEM NO. 9: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: Increase in the Borrowing Powers of the Company: “RESOLVED THAT in supersession of the resolution passed at 21st Annual General Meeting of the Members of the Company held on 27th July, 2011, the consent of the Company be and is hereby accorded under the provisions of Section 180(1)(c) of the Companies Act 2013, to the Board of Directors to borrow from time to time such sum or sums of money as they may deem necessary for the purpose of the business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company, (apart from Cash Credit arrangement, discounting of bills and other temporary loans obtained from Company’s bankers in the ordinary course of business) and remaining outstanding at any point of time will exceed the aggregate of the paid up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose; provided that the total amount up to which monies may be borrowed by the Board of Directors and which shall remain outstanding at any point of time shall not exceed the sum of `8000 Crores (Rupees Eight Thousand Crores Only)” ITEM NO.