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Products & Services    >   Company Profile   >   Directors Report
Housing Development Finance Corporation Ltd
Industry : Finance - Housing
BSE Code:500010NSE Symbol:HDFCP/E :29.56
ISIN Demat:INE001A01036Div & Yield %:1.17EPS :56.2
Book Value:388.631129Market Cap (Rs.Cr):285319.16Face Value :2

TO THE MEMBERS

Your directors are pleased to present the forty-first annual report of your Corporation with the audited accounts for the year ended March 31, 2018.

FINANCIAL RESULTS For the year ended March 31, 2018 For the year ended March 31. 2017
( Rs. in crore) ( Rs. in crore)
Profit Before Exceptional Items & Tax 11,582.10 10,726.64
Exceptional Items 3,681.59 -
Profit before Tax 15,263.69 10,726.64
Tax Expense 3,100.00 3,284.00
Profit after Tax 12,163.69 7,442.64
Surplus in the Statement of Profit & Loss Opening Balance 5,295.72
Profit for the Year 12,163.69 7,442.64
Amount Available for Appropriations Appropriations: 17,459.41 7,442.64
Special Reserve No. II 1,355.00 1,247.00
Statutory Reserve (under Section 29C of the National Housing Bank Act, 1987) 1,078.00 245.00
General Reserve 2,432.10 -
Shelter Assistance Reserve - 185.00
Interim Dividend ( Rs. 3.50 per equity share of Rs. 2 each) & Tax on Interim Dividend 590.87 476.18
Final Dividend & Tax on Dividend for FY17 2,863.62 -
Additional Tax on Dividend written back - (9.98)
Dividend & tax pertaining to previous year paid during the year - 3.72
Surplus in the Statement of Profit & 9,139.82 5,295.72
Loss

Dividend

In March 2018, your directors declared an interim dividend of Rs. 3.50 per equity share of Rs. 2 each as compared to Rs. 3.00 per equity share in the previous financial year.

The interim dividend was paid in March 2018.

Your directors recommend payment of final dividend for the financial year ended March 31, 2018 of Rs. 16.50 per equity share of Rs. 2 each compared to

Rs. 15 per equity share for the previous year.

The total dividend for the year is Rs. 20 per equity share as against Rs. 18 per equity share for the previous year.

The dividend pay-out ratio excluding exceptional items for the year ended March 31, 2018 is 46.2%.

The dividend declared/recommended is in accordance with the principles and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors. The policy is placed on the Corporation's website, www.hdfc.com .

Management Discussion and Analysis Report, Report of the Directors on Corporate Governance, Business Responsibility Report & Integrated Report

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and directions issued by the National Housing Bank (NHB), the Management Discussion and Analysis Report and the Report of the Directors on Corporate Governance form part of this report.

In accordance with the Listing Regulations, the Business Responsibility Report (BRR) has been placed on the Corporation's website. Members who wish to receive a physical copy of the BRR are requested to write to the Corporation. The policy on Business Responsibility is also placed on the Corporation's website.

In accordance with SEBI's circular on Integrated Reporting by Listed Entities, the Corporation has prepared a report based on the guiding principles of the International Integrated Reporting Council. This has been done on a voluntary basis and the report is placed on the Corporation's website.

Increase in the Authorised Share Capital

During the year, the authorised share capital of the Corporation increased from Rs. 350 crore to Rs. 457.61 crore. This includes the increase pursuant to the merger of Windermere Properties Private Limited, Haddock Properties Private Limited, Grandeur Properties Private Limited, Winchester Properties Private Limited and Pentagram Properties Private Limited, wholly- owned subsidiaries of the Corporation, into and with the Corporation as approved by the National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated March 28, 2018.

Issue of Equity Shares on a Preferential and Qualified Institutions Placement Basis

Pursuant to receipt of approval of the members through postal ballot in February 2018, the Corporation issued 6,43,29,882 equity shares of Rs. 2 each at an issue price of Rs. 1,726.05 per equity share on preferential basis in accordance with the provisions of Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations). The Corporation also issued 1,03,89,041 equity shares at an issue price of Rs. 1,825 per equity share to qualified institutional buyers on a qualified institutions placement basis in accordance with the provisions of Chapter VIII of the SEBI ICDR Regulations. The Corporation raised an aggregate amount of Rs. 13,000 crore from both the issuances.

The key objective of raising capital is to participate in the proposed preferential issue of HDFC Bank Limited for an amount not exceeding Rs. 8,500 crore.

The Corporation is also exploring inorganic opportunities in the health insurance sector in conjunction with its subsidiary, HDFC ERGO General Insurance Company Limited and is evaluating opportunities in the acquisition and resolution of stressed assets in the real estate sector. The Corporation will also need capital to sponsor funds it has set up to invest in the equity and mezzanine debt of affordable housing projects, support capital requirements of its subsidiary companies as and when required and capitalise on organic and inorganic growth opportunities in the affordable housing finance space.

Conversion of Warrants

In October 2015, the Corporation had issued 3.65 crore Warrants at an issue price of Rs. 14 per Warrant with a right exercisable by the Warrant holder to exchange each Warrant for one equity share of Rs. 2 each of the Corporation at any time on or before October 5, 2018, at a Warrant exercise price of Rs. 1,475 per equity share, to be paid by the Warrant holder at the time of exchange of the Warrants. The Warrants are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

As at March 31, 2018, 5,14,600 Warrants have been exercised and exchanged into 5,14,600 equity shares of Rs. 2 each of the Corporation. The equity shares so issued rank pari passu with the existing equity shares of the Corporation.

Lending Operations

The Corporation is a housing finance company registered with the National Housing Bank (NHB) and is engaged in financing the purchase and construction of residential houses, real estate and certain other purposes in India. All other activities of the Corporation revolve around the main business.

The Assets Linder Management (AUM) as at March 31, 2018 was Rs. 3,99,511 crore as compared to Rs. 3,38,478 crore in the previous year.

On an AUM basis, the growth in the individual loan book was 18% and the non-individual loan book was 17%. The growth in the total loan book on an AUM basis was 18%.

During the year, the Corporation's loan book increased from Rs. 2,96,472 crore to Rs. 3,59,442 crore in March 2018, representing a growth of 21%. In addition, total loans securitised and/or assigned by the Corporation and outstanding as at March 31, 2018 amounted to Rs. 40,069 crore.

Further details of lending operations are provided in the Management Discussion and Analysis Report.

Market Borrowings

The Corporation is in compliance with the provisions of the Housing Finance Companies Issuance of Non- Convertible Debentures on private placement basis (NHB) Directions, 2014 and has been regular in making payment of principal and interest on the non-convertible debentures. Details of market borrowings are provided in the Management Discussion and Analysis Report.

Deposits

Deposits outstanding as at March 31, 2018 amounted to Rs. 92,242 crore. There has been no default in repayment of deposits or payment of interest during the year. All the deposits accepted by the Corporation are in compliance with the requirements of Chapter V of the Companies Act, 2013.

As of March 31, 2018, public deposits amounting to Rs. 696 crore had not been claimed by 43,895 depositors. Since then, 9,467 depositors have claimed or renewed deposits of Rs. 231 crore. Depositors were intimated regarding the maturity of deposits with a request to either renew or claim their deposits. Where the deposit remains unclaimed, reminder letters are sent to depositors periodically and follow up action is initiated through the concerned agent or branch.

Deposits remaining unclaimed for a period of seven years from the date they became due for payment have to be transferred to the Investor Education and Protection Fund (IEPF) established by the central government. The concerned depositor can claim the deposit from the IEPF. During the year, an amount of Rs. 1.45 crore was transferred to the IEPF.

Capital Adequacy Ratio

The Corporation's capital adequacy ratio (CAR) stood at 19.2%, of which Tier I capital was 17.3% and Tier II capital was 1.9%. Deferred tax liability on Special Reserve and the investment in HDFC Bank has been considered as a deduction in the computation of Tier I capital. Further, the proposed final dividend and tax thereon for the year ended March 31, 2018 has been considered in determining the net owned funds in the computation of the capital adequacy ratio.

As per regulatory norms, the minimum requirement for the capital adequacy ratio and Tier I capital is 12% and 6% respectively.

Regulatory Guidelines

The Corporation has complied with the Housing Finance Companies (NHB) Directions, 2010 and other directions prescribed by NHB regarding deposit acceptance, accounting standards, prudential norms for asset classification, income recognition, provisioning, capital adequacy, credit rating, corporate governance, concentration of investments and capital market exposure norms.

Corporate Social Responsibility (CSR)

The Corporation contributed directly and through H T Parekh Foundation to identified social sectors in urban and rural areas in sectors such as education, water & sanitation, skilling & livelihoods, healthcare, community development, differently abled persons, child welfare and environmental sustainability.

Further details on the prescribed CSR spend under Section 135 of the Companies Act, 2013 and the amount committed and disbursed during the year under review are provided in the Annual Report on CSR activities annexed to this report.

Subsidiary Companies

In accordance with the provisions of Section 136 of the Companies Act, 2013, the annual report of the Corporation, the annual financial statements and the related documents of the Corporation's subsidiary companies are placed on the website of the Corporation.

Shareholders may download the annual financial statements and detailed information on the subsidiary companies from the Corporation's website or may write to the Corporation for the same. Further, the documents shall be available for inspection by the shareholders at the registered office of the Corporation.

During the year, the NCLT and the Insurance Regulatory and Development Authority of India (IRDAI) granted their approval for

the merger of HDFC ERGO General Insurance Company Limited with HDFC General Insurance Limited (formerly L&T General Insurance Company Limited). Subsequent to the merger, HDFC General Insurance Limited was renamed HDFC ERGO General Insurance Company Limited.

In November 2017, the Corporation offered for sale 9.52% of the paid- up and issued equity share capital of HDFC Standard Life Insurance Company Limited (HDFC Life), a subsidiary of the Corporation in the Initial Public Offer (IPO) of HDFC Life. HDFC Life's equity shares were listed on BSE and NSE on November 17, 2017. As at March 31, 2018, the Corporation's shareholding in HDFC Life stood at 51.6%.

In January 2018, the Corporation sold its entire stake in its wholly- owned subsidiary companies, HDFC Developers Limited and HDFC Realty Limited, to Quikr India Private Limited. Consequently, HDFC Realty Limited and HDFC Developers Limited ceased to be subsidiaries of the Corporation with effect from January 24, 2018.

During the year, the Corporation has approved offering of up to 4.08% of the paid-up and issued equity share capital of HDFC Asset Management Company Limited (HDFC AMC), a subsidiary of the Corporation for sale in the IPO of HDFC AMC. The IPO is expected to be in the first half of FY 2018-19, subject to regulatory approvals and market conditions.

The Board of Directors at its earlier meeting had approved the scheme of amalgamation of five of its wholly- owned subsidiaries, Windermere Properties Private Limited, Haddock Properties Private Limited, Grandeur Properties Private Limited, Winchester Properties Private Limited and Pentagram Properties Private Limited with itself. The applications for the proposed merger were filed with the NCLT, Mumbai bench and in March 2018, the scheme of amalgamation was approved by the NCLT. The order was filed with the Registrar of Companies, Mumbai on April 27, 2018. Accordingly, the Corporation has considered the operations of the said subsidiaries from April 1, 2016, as its own operations and accounted for the same in its books of accounts after making necessary adjustments.

The Corporation has not made any loans or advances in the nature of loans to any of its subsidiary or associate company or companies in which its directors are deemed to be interested, other than in the ordinary course of business.

The Corporation has obtained a certificate from its statutory auditors that it is in compliance with the provisions of Foreign Exchange Management Act, 1999 with respect to downstream investments made in/by its subsidiaries and in other companies during the year under review.

A review of the key subsidiary and associate companies of the Corporation form part of the Management Discussion and Analysis Report which forms part of this report.

Particulars of Employees

HDFC had 2,575 employees as of March 31, 2018. During the year, 8 employees employed throughout the year were in receipt of remuneration of Rs. 1.02 crore or more per annum and 1 employee employed for the part of the year was in receipt of remuneration of Rs. 8.5 lac or more per month.

In accordance with the provisions of Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforesaid employees are set out in the annex to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors' Report is being sent to all shareholders of the Corporation excludingthe annex. Any shareholder interested in obtaining a copy of the annex may write to the Corporation.

Further disclosures on managerial remuneration are annexed to this report.

Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace

The Corporation has a policy on prevention, prohibition and redressal of sexual harassment at the workplace. Members of the Internal Complaints Committee constituted by the Corporation are responsible for reporting and conducting inquiries pertaining to such complaints. The Corporation on a regular basis sensitises all employees on prevention of sexual harassment at the workplace through workshops, group meetings, online training modules and awareness programmes. During the year, one complaint was received by the committee. The case has been reviewed and appropriately closed and thus there were no pending complaints with the committee as at March 31, 2018.

Particulars of Loans, Guarantees or Investments

Since the Corporation is a housing finance company, the disclosures regarding particulars of the loans given, guarantees given and security provided is exempt under the provisions of Section 186(11) of the Companies Act, 2013.

As regards investments made by the Corporation, the details of the same are provided under notes 16 and 18 in the financial statements of the Corporation for the year ended March 31, 2018.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC-2 of the Companies (Accounts) Rules, 2014, is annexed to this report. Details of related party transactions are given in the notes to the financial statements.

The Related Party Transactions policy of the Corporation ensures proper approval and reporting of the concerned transactions between the Corporation and related parties. The policy on Related Party Transactions is set out elsewhere in the Annual Report and is also placed on the Corporation's website.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings and expenditure appear under notes 24.5 and 27.4 in the financial statements.

The Corporation is in the business of housing finance and hence its operations are not energy intensive. The Corporation is cognisant of the importance of imbibing measures towards optimum energy utilisation and conservation.

Employees Stock Option Scheme (ESOS)

Presently, stock options granted to the employees operate under the following schemes - ES0S-07, ES0S-08, ESOS-11, ESOS-14 and ESOS-17. There has been no material variation in the terms of the options granted under any of these schemes and all the schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The disclosures as required under the regulations have been placed on the website of the Corporation.

During the year, the Corporation approved the grant of 4,28,45,977 stock options representing 4,28,45,977 equity shares of Rs. 2 each to eligible employees and directors of the Corporation under ESOS-17. The exercise price was determined in accordance with the pricing formula approved by the members i.e. at the latest available closing price of the equity share on the NSE, prior to the date of the meetings of the Nomination & Remuneration Committee at which the options were granted.

The options are exercisable over a period of five years from the date of their respective vesting. None of the options granted have vested during the year and consequently, no options have been exercised under ESOS-17. Further details are disclosed on the website of the Corporation.

Unclaimed Dividend and Shares

As at March 31, 2018, dividend amounting to Rs. 25.15 crore had not been claimed by shareholders of the Corporation. The Corporation takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned shareholders, requesting them to encash their dividend before it becomes due for transfer to the Investor Education and Protection Fund (IEPF).

Unclaimed dividend amounting to Rs. 1.31 crore for FY 2009-10 was transferred to the IEPF on September 11, 2017. Further, in compliance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Corporation transferred 14,15,471 equity shares of Rs. 2 each (corresponding to the dividend for the FY 2009-10 remaining unclaimed for a continuous period of 7 years) in favour of the IEPF on November 28, 2017. However, the concerned shareholders may claim the unclaimed dividend and shares from IEPF, the procedure for which is detailed in the Shareholders' Information section.

The unclaimed dividend in respect of FY 2010-11 must be claimed by shareholders on or before August 8, 2018, failing which the Corporation will be transferring the unclaimed dividend and the corresponding shares to the IEPF within a period of 30 days from the said date.

Directors

Dr. S. A. Dave, independent director of the Corporation resigned with effect from August 10, 2017. The board placed on record its appreciation for the invaluable guidance and service rendered by him during his association with the Corporation.

With effect from April 30, 2018, non-executive directors of the Corporation, Mr. D. N. Ghosh and Mr. D. M. Sukthankar resigned from the board. The board placed on record its sincere appreciation for their invaluable contribution to the board over the years.

The board appointed Mr. U. K. Sinha and Mr. Jalaj Dani as independent directors of the Corporation for a term of 5 years with effect from April 30, 2018, subject to the approval of members at the ensuing Annual General Meeting (AGM).

At its meeting on April 30, 2018, the board re-appointed Mr. Keki M. Mistry as the Managing Director (designated as Vice-Chairman & Chief Executive Officer) of the Corporation for a period of three years, with effect from November 14, 2018, subject to the approval of members at the ensuing AGM.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Corporation, Mr. Deepak S. Parekh is liable to retire by rotation at the ensuing AGM. He is eligible for reappointment.

The necessary resolutions for the appointment/re-appointment of the above mentioned directors and their brief profiles have been included in the notice convening the ensuing AGM.

All the directors of the Corporation have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

The details on number of board/ committee meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report.

Auditors

At the 40th AGM of the Corporation, the members had appointed Messrs B S R & Co. LLP, Chartered Accountants, (firm registration number 101248W/W-100022) as the statutory auditors for a term of 5 consecutive years and to hold office until the conclusion of the 45th AGM.

The Auditors' Report annexed to the financial statements for the year under review does not contain any qualifications.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation has appointed Messrs Vi nod Kothari & Company, practicing company secretaries to undertake the secretarial audit of the Corporation. The Secretarial Audit Report is annexed to this report and does not contain any qualifications.

Significant and Material Orders Passed by Regulators

During the year, no significant or material orders were passed by any regulators against the Corporation other than that disclosed separately in the notes to the financial statements and in the Report of the Directors on Corporate Governance.

Directors' Responsibility Statement

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 and based on the information provided by the management, your directors state that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed;

b) Accounting policies selected have been applied consistently. Reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Corporation as at March 31, 2018 and of the profit of the Corporation for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Corporation and for preventing and detecting frauds and other irregularities;

d) The annual accounts of the Corporation have been prepared on a going concern basis;

e) Internal financial controls have been laid down to be followed by the Corporation and such internal financial controls are adequate and operating effectively; and

f) Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

Internal Financial Control

The Corporation has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Corporation's business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Corporation, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

Extract of Annual Return - Form No. MGT-9

The details forming part of the extract of the Annual Return in Form No. MGT-9 is annexed to this report.

Material changes and commitment, if any, affecting the financial position of the Corporation from the financial year end till the date of this report

There are no material changes and commitments affecting the financial position of the Corporation which have occurred after March 31, 2018 till the date of this report.

Acknowledgements

The directors place on record their gratitude for the support of various regulatory authorities including National Housing Bank, Reserve Bank of India, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Pension Fund Regulatory and Development Authority, Ministry of Housing and Urban Affairs, Ministry of Corporate Affairs, Registrar of Companies, Financial Intelligence Unit (India), the stock exchanges and the depositories.

The Corporation acknowledges the role of all its key stakeholders - shareholders, borrowers, channel partners, depositors, deposit agents and lenders for their continued support to the Corporation.

Your directors place on record their appreciation for the hard work and dedication of all the employees of the Corporation.

On behalf of the Board of Directors

MUMBAI DEEPAK S. PAREKH
April 30, 2018 Chairman

   

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