Code Of Corporate Governance

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.