Reserve Bank of India vide their Circular dated May 08, 2007 and July 11, 2007 have
issued guidelines on Corporate Governance to non – deposit taking NBFC’s with an
asset size of Rs. 100 crore or above in order to ensure adoption of best practices
and greater transparency in their operations.
The Company is professionally managed through the Board of Directors and committees
of the Board. The Company ensures good governance through the implementation of
effective policies and procedures, which are regularly reviewed by the Board or
the committee of the Board.
In view of the above RBI Guidelines, the Company further lays down the following
set of guidelines / corporate governance practices:
(a) The affairs of the Company shall be conducted with integrity,
fairness, accountability and transparency. All commitments in
its dealings with stakeholders and regulatory authorities shall be met. Through
the best practices, the Company shall strive to
maximize the stakeholders’ value.
(b) Composition of Board of Directors: The Board of Directors
of the Company shall have right mix of executive and non-executive
directors and independent Directors.
(c) Constitution of various Committees: With the objective of attaining accountability,
transparency and fairness, following Committees have been constituted by the Board
for the purposes to act in accordance with terms of reference specified by the Board:
1) Audit Committee: To oversee the Company’s financial reporting process and disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible. To review with the Management the
annual financial statements before submission to the Board, etc.
2) Risk Management Committee / ALCO Committee: Interest rate view on Government Securities during a specific period, view on Corporate spreads
for the same period, desired mix of incremental assets which needs to be taken in executing the above classification
of various financial assets/liabilities in the time-buckets as specified in the format to be approved by RMC, etc.
3) Nomination Committee: To ensure “fit and proper” status of the Directors.
4) Operations Committee: To approve opening of various accounts with RBI that are required for primary dealership
activities, to approve opening and closing of various bank and demat accounts, etc.
5) Share Transfer Committee: To approve transfer and transmission of shares.
6) Portfolio Management Committee: The risk and investment policies and methodologies to be used for measurement of
risks; ensuring compliance with risk management policies, etc.
(d) Periodicity of the Meetings of Board and Committees: The Board and the Audit Committee, Risk Management Committee shall meet at quarterly intervals and more frequently, if deemed necessary to conduct
its business.
(e) Periodic reporting to Board / Committee thereof: The performance reports pertaining to various businesses,
internal / external audit
reports, Stress Test Reports, Reports on Capital Adequacy, Compliance Reports shall
be placed before the respective committees on a periodic basis.
(f) Disclosures: The Company shall file all the periodic regulatory returns in prescribed time limit and make transparent disclosures
to the Board / Committees / Regulators.