Reviewed by Board of Directors
Approved on: 15 April 2025
Background
The Corporate Governance Policy provides the framework under which the Board of Directors operates. It includes the Company's corporate structure, culture, policies, and the manner in which it deals with various stakeholders.
The Policy has been aligned with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and RBI’s Corporate Governance guidelines for NBFCs.
Board of Directors
The Board is responsible to act in the best interests of the Company and its shareholders. In discharging their duties, the Directors shall comply with the Code of Conduct as adopted by the Board.
- Optimum combination of executive and non-executive directors
- At least one independent woman director
- Not less than 50% non-executive directors
Provided that: Where the non-executive chairperson is a promoter or related to the promoter/management, at least half the Board shall consist of independent directors.
Board Meetings
Board meetings shall be held at least four times a year, with a maximum gap of 120 days between consecutive meetings.
The minimum statutory information required under SEBI Listing Regulations shall be furnished to the Directors.
Committees of the Board
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
IT Strategy Committee
Customer Service Committee
Asset Liability Management Committee (ALCO)
Vigil Mechanism
The Company shall formulate a vigil mechanism / whistle blower policy to enable reporting of unethical behaviour...
Fit & Proper Criteria
The Company must have a Board-approved policy for determining fit and proper criteria of directors...
Disclosure & Transparency
The Company shall put up the following to the Board periodically:
- Progress on risk management systems...
- Conformity with corporate governance standards...
Annual Financial Statement disclosures:
- Regulatory registrations/licences
- Credit ratings and migrations
- Regulatory penalties
- Joint venture details
- Asset-liability maturity and other RBI-mandated disclosures
Rotation of Statutory Auditors
Audit partners must be rotated every three years, as per RBI guidelines...
CEO/CFO Certification
The MD & CEO and CFO shall certify financial statements and internal controls as per SEBI Listing Regulations...
Place: New Delhi
Date: 15 April 2025
