Corporate Governance Policy

Board Level Committees –

1. Risk Management Committee
2. IT Strategy Committee (New)
3. Asset Liability Management Committee
4. Borrowing and Investment Committee

Management Level Committees –

1. IT Steering Committee (New)
2. Grievance Committee (New)
3. Internal Working Group
4. Internal Complaints Committee

RMC operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Evaluate the overall risks faced by the NBFC including liquidity risk and shall report to the Board.
• Formulate overall Integrated Risk Management Policy for the Company.
• Constantly monitor the prevailing and forthcoming risks and framing policy for mitigating the same.

Note – RMC is responsible for identifying and evaluating all integrated risks, including credit, liquidity, market, operational, financial, and legal risks. Therefore, It may form sub-committees to focus on specific risk areas like credit and operational risks.

Minimum of three (3) directors as members who are technically competent. Other members from Senior Management of the Company shall be considered as members of the ITSC.

Note – The Infosec Manager shall be a permanent invitee to the ITSC.

ITSC operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Ensure that the Company has put an effective IT strategic planning process in place.
• Guide in preparation of IT Strategy and ensure that the IT Strategy aligns with the overall strategy of the Company towards accomplishment of its business objectives.
• Satisfy itself that the IT Governance and Information Security Governance structure fosters accountability, is effective and efficient, has adequate skilled resources, well defined objectives and unambiguous responsibilities for each level in the organisation.
• Ensure that the Company has put in place processes for assessing and managing IT and cybersecurity risks.
• Ensure that the budgetary allocations for the IT function (including for IT security), cyber security are commensurate with the Company’s IT maturity, digital depth, threat environment and industry standards and are utilised in a manner intended for meeting the stated objectives.
• Review, at least on annual basis, the adequacy and effectiveness of the Business Continuity Planning and Disaster Recovery Management of the Company.

Note – The strategies and policies related to IT, Information Assets, Business Continuity, Information Security, Cyber Security (including Incident Response and Recovery Management/ Cyber Crisis Management) shall be approved by the Board of Directors. Further, such strategies and policies shall be reviewed at least annually by the Board.

ALCO operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Adherence to the risk tolerance/ limits set by the Board.
• Implementing the liquidity risk management strategy of the NBFC
• Decision on desired maturity profile and mix of incremental assets and liabilities.
• Sale of assets as a source of funding.
• The structure, responsibilities and controls for managing liquidity risk.
• Overseeing the liquidity positions of all branches.

Note – The ALM Support Group consisting of the operating staff shall be responsible for analysing, monitoring, and reporting the liquidity risk profile to the ALCO. Such support groups will be constituted depending on the size and complexity of liquidity risk management in an NBFC.

BIC operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• To borrow funds including but not limited to term loan, working capital term Loan, overdraft facilities, non-convertible debentures, commercial papers etc. from lenders up to an amount of INR 25,00,00,000 (Indian Rupees Twenty-Five Crore Only) per ISIN/ per tranche (for Debentures) and per sanction/ per lender (for other borrowings)
• To give guarantee or provide security in respect of loans & borrowings.
• to make investment.
• Subject to the determination of the Board of Directors of the Company from time to time, the following powers relating to issuance and allotment of Debentures:
  • to determine terms and conditions and number of debentures to be issued.
  • determining timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of oversubscription, if any and early redemption thereof.
  • to approve and make changes to the Prospectus/Disclosure Document/Information Memorandum/Private Placement Offer letter or other document, including any corrigendum, amendments, supplements thereto, and the issue thereof.
  • to identify the select group of persons to whom the debentures shall be issued & allotted.
  • to do all such acts, deeds and things which the Board of Directors is empowered to do as per Section 42 and 71 of the Companies Act, 2013 read with rules framed thereunder, as may be necessary or expedient, from time to time.
  • to approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilization of the issue proceeds, modify or alter any of the terms and conditions, including size of the Issue, as it may deem expedient, extension of Issue and/or early closure of the Issue.
  • to do all such acts as may be required in relation to the issuance, offer and allotment of the debentures (or any tranche thereof) in accordance with the powers determined by the Board of Directors of the Company.
  • To approve allotment of the Debenture.
• To approve the appointment of Debenture Trustee, Security Trustee, Depositories, Custodians, Registrar, Credit Rating Agency(ies), and such other Intermediaries /Agencies as may be involved or concerned in relation to the raising of debts by the Company.
• Any other matter as the Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

ITS comprise a minimum of three (3) members drawn from the Senior Management of the Company which belongs from IT and business functions.

Note – The Infosec Manager shall be a permanent invitee to the ITS.

ITS operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Assisting the IT Strategy Committee (“ITSC”) in strategic IT planning, monitoring IT performance, and ensuring IT initiatives are aligned with business objectives.
• Overseeing processes for business continuity and disaster recovery.
• Ensuring the implementation of robust IT architecture that complies with statutory and regulatory requirements.
• Periodically updating the ITSC and Whole Time Director on the Committee’s activities.

GC operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Compliance with the Fair Practice Code (“FPC“) and Grievance Redressal Mechanism (“GRM“) shall be reviewed quarterly, with reports submitted to the Board, including an annual consolidated report.
• The FPC and GRM shall be reviewed periodically and updated, as required, with Board approval.
• To review the level of customer service in the Company including customer complaints and the nature of their resolution.
• To provide guidance in improving the level of customer service.
• To ensure that the Company provides and continues to provide best-in-class services across all its category of customers to help the Company in protecting and growing its brand equity.
• To evolve innovative measures for enhancing the quality of customer service and improving the overall satisfaction level of customers.
• To ensure implementation of directives received from the regulators, including RBI, with respect to rendering of services to Company customers.
• To review the Complaints handling procedures of the Company considering trends in customer complaints, Industry Practice and regulatory requirements.
• Review of periodic reports (including the analysis of complaints), preferably at quarterly intervals, but not less than half yearly intervals.
• Review of Root Cause Analysis of customer grievance at least on an annual basis, and suggest corrective measures, to the extent necessary, to minimize the number of complaints and allied risks.
• To conduct or authorize, at the Company’s expense, investigations or studies of matters within the GC’s scope of responsibilities and to obtain advice and assistance from internal and external advisors.
• To perform such other functions as may be assigned from time to time under the Company policies, guidelines and procedures.
• To apprise the Board, at least on an annual basis, of a summary of critical complaints reviews along with corrective measures.

IWG operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Other financial fees relating to loans- such as processing fees, operational charges (including cheque/mandate bounce charges), late payment charges, re-scheduling charges, prepayment/foreclosure charges, and charges for issuance of statements of accounts, shall be determined and recommended to the Board.
• Compliance with compromise settlements and technical write-offs shall be reviewed quarterly, with reports submitted to the Board.
• Overseeing the effectiveness of fraud risk management.
• Reviewing and monitoring cases of fraud, conducting root cause analysis, and suggesting mitigating measures to strengthen internal controls and minimizing the incidence of fraud.
• Ensuring Senior Management implements the fraud risk management policy.
• Conducting periodic reviews of incidents of fraud, which will be presented to the Board or Risk Management Committee of the Board.
• Establishing a transparent mechanism to ensure that Whistle Blower complaints regarding possible fraud cases or suspicious activities in accounts are examined and concluded appropriately under the Whistle Blower Policy and Grievance Redressal Mechanism.
• Setting up an appropriate organizational structure for the institutionalization of fraud risk management within the overall risk management function. A senior official(s) will be responsible for monitoring and reporting frauds.
• Disclosing the amount related to fraud reported in the company for the year in the Financial Statements.
• Any other responsibilities may be assigned by the Board or the CEO to ensure continuity of business operations.

• Presiding Officer who shall be a woman employed at a senior level at workplace from amongst the employees.
• Not less than two Members from amongst employees preferably committed to the cause of women or who have had experience in social work or have legal knowledge.
• One member from amongst non-governmental organisations or associations committed to the cause of women or a person familiar with the issues relating to sexual harassment.
• Provided that at least one-half of the total Members so nominated shall be women.

ICC operates in accordance with the “Terms of Reference” or “Charter” set forth by the Board, which include, but are not limited to, the following responsibilities:

• Adopt zero tolerance attitude against any kind of sexual harassment.
• Ensure a place where employees could seek redressal.
• sexual harassment related complaints would be enquired by a sub designated committee with external experts , if required, for completing the investigation in time bound manner..