Corporate Governance

1. oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. recommendation for appointment, reappointment, replacement, remuneration and terms of appointment of statutory, secretarial and internal auditors of the Company for audit or any other service rendered by the auditors;
3. reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
   1. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
   2. changes, if any, in accounting policies and practices and reasons for the same;
   3. major accounting entries involving estimates based on the exercise of judgment by management;
   4. significant adjustments made in the financial statements arising out of audit findings;
   5. compliance with listing and other legal requirements relating to financial statements;
   6. disclosure of any related party transactions; and
   7. modified opinion(s) in the draft audit report.
4. reviewing with the management, the quarterly financial statements before submission to the board for approval;
5. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to take up steps in this matter;
6. reviewing accounting policies from time to time including those on provisions;
7. approval or any subsequent modification of transactions of the Company with related parties;
8. review and monitors the auditor’s independence and performance, and effectiveness of the audit process;
9. consideration and approval of risk based internal audit plan;
10. scrutiny of inter-corporate loans and investments;
11. valuation of undertakings or assets of the listed entity, wherever it is necessary;
12. evaluation of internal financial controls and risk management system;
13. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
14. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
15. discussion with internal auditors of any significant findings and follow up there on;
16. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
17. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
18. reviewing frauds committed against the Company;
19. establishing a vigil mechanism for directors and employee to report their genuine concerns or grievances;
20. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
21. to review the functioning of the whistle blower mechanism;
22. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
23. reviewing the utilization of loans and/ or advances from / investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;
24. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;
25. ensure that an information system audit of the internal systems and processes is conducted at least once in two years to assess operational risks, if any, faced by the Company;
26. to review the ageing analysis of entries pending reconciliation with outsourced vendors and ensure that the Company makes efforts to reduce the old outstanding items therein at the earliest;
27. to review and recommend the appointment / reappointment / removal of Chief Compliance Officer and Chief Audit Officer and their performance appraisal in consultation with the Nomination and Remuneration Committee;
28. monitoring the end use of funds raised through public offers and related matters;
29. reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended and verifying that the systems for internal control are adequate and are operating effectively;
30. recommending such items and matters to the Board for their consideration and approval / ratification as may be required from time to time;
31. performing such activities as may be delegated by the Board and/or prescribed under the Companies Act 2013, the SEBI Listing Regulations, RBI Master Directions, and any other applicable rules, regulations, guidelines, clarifications, circulars and notifications issued by the Government of India including SEBI, RBI any other regulatory authority from time to time.

The Audit Committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;
2. management letters / letters of internal control weaknesses issued by the statutory auditors;
3. internal audit reports relating to internal control weaknesses;
4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; and
5. statement of deviations:
   1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); and
   2. annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7).

The powers of the Audit Committee shall include the following:

1. to investigate any activity within its terms of reference;
2. to seek information from any employee;
3. to obtain outside legal or other professional advice;
4. to secure attendance of outsiders with relevant expertise, if it considers necessary.

1. to review the structure, size and composition (including the skills, knowledge and experience) of the board at least annually and make recommendation on any proposed change to the Board to complement Company’s;
2. for every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
   1. use the services of an external agencies, if required;
   2. consider candidates from a wide range of backgrounds, having due regard to diversity; and
   3. consider the time commitments of the candidates.
3. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a Policy relating to the remuneration for the directors, key managerial personnel and senior management and such other policies as may be required from time to time and to undertake periodic reviews of the same;
4. devising a policy on diversity of Directors;
5. to screen and review the identified proposals for considering appointment as board Members and make suitable recommendation to the Board for appointment of such individuals or directorship;
6. ensuring ‘fit and proper’ status of the proposed and existing directors and scrutinizing the declarations received by the directors in the regard;
7. to assess the independence of Independent and Non-Executive Directors;
8. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent director;
9. formulating criteria for evaluation of the performance and to specify the manner for effective evaluation of performance, of Board, its committee and individual directors to be carried out by the Board and/or by the Nomination and Remuneration Committee;
10. to review the results of the Board performance evaluation process that relate to the composition of the Board;
11. recommend to the Board, all remuneration, in whatever form, payable to senior management;
12. to make recommendation to the Board on the appointment or re-appointment of Directors, senior management i.e., Chief Operating Officer, Chief Financial Officer, Company Secretary and Compliance Officer, Chief Risk Officer, Chief Audit Officer and Chief Compliance Officer and succession planning for Directors and senior management, in particular the Chairman and the Chief Executive Officer;
13. to recommend remuneration payable to Non-Executive Directors of the Company from time to time;
14. annual appraisal of the performance of the Managing Director and fixing his terms of remuneration in terms of the applicable laws and regulations;
15. annual appraisal of the performance of the senior management i.e., Chief Risk Officer, Chief Audit Officer and Chief Compliance Officer and fixing their terms of remunerations based on the recommendations of the Risk Management Committee and the Audit Committee respectively;
16. recommendation and administration of ESOP Scheme of the Company as approved from time to time;
17. to consider giving stock options to the employee and also consider any other compensation related issues or matter relating to the Company’s employee;
18. to work closely with risk management committee to achieve effective alignment between compensation and risks;
19. recommending such items and matters to the Board for their consideration and approval / ratifications as may be required time to time; and
20. performing such other activities as may be delegated by the Board and/or prescribed under the Companies Act, 2013, the SEBI Listing Regulations, RBI Master Directions and any other applicable rules, regulations, guidelines, clarifications, circulars and notifications issued by the Government of India including Securities and Exchange Board of India, Reserve Bank of India any other regulatory authority from time to time.

1. the committee shall consider and oversee the implementation of the objectives stated in this charter;
2. the committee shall look into the mechanism of redressal of grievances of shareholders, debenture holders, other debt security holders, suppliers and customers of the Company;
3. the committee shall resolve complaints related to transfer of securities, non receipt of annual report and non-receipt of declared dividends, on-time settlements of Principal and interest for Debentures, approve issue of duplicate certificates, and new certificates on split / consolidation / renewal etc., approve transfer / transmission, dematerialization and rematerialization of securities in a timely manner and oversee the performance of the Registrar and Share Transfer Agent and Debenture Trustee and recommend measure for overall improvement in the quality of investor service;
4. review of measures taken for effective exercise of voting rights by shareholders;
5. the committee may consult with other committees, if required while discharging its responsibilities, shall have access to any internal information necessary to fulfil its role and shall also have the authority to obtain advice and assistance from internal and external legal, accounting or other advisors;
6. the committee shall periodically provide updates to the Board and review and reassess the adequacy of this chapter periodically and recommend any proposed changes to the Board for approval;
7. review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the company;
8. the committee shall monitor and review on an annual basis the Company’s performance in dealing with Stakeholders grievances;
9. the committee shall act as the customer service committee / consumer protection committee for the purpose of extant RBI guidelines and shall determine the structure of emoluments, facilities and benefits accorded to the internal ombudsman / deputy internal ombudsman;
10. recommending such items and matters to the board for their consideration and approval / ratifications as may be required from time to time; and
11. performing such other activities as may be delegated by the Board and/or prescribed under the Companies Act, 2013, the SEBI Listing Regulations, RBI Master Directions and any other applicable rules, regulations, guidelines, clarifications, circulars and notifications issued by the Government of India including Securities and Exchange Board of India, Reserve Bank of India any other regulatory authority from time to time.

1. put in place the risk assessment process to identify significant business, operational, financial, compliance, interest, IT, market, legal, liquidity, outsourcing and other risks associated with the business of the Company;
2. framing, implementing, reviewing and monitoring the risk management plan including cyber security for the Company and evaluating the adequacy of risk management system;
3. to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
4. formulate a detailed risk management policy which shall include:
   1. a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, interest rate, legal, liquidity, outsourcing, cyber security risks or any other risk as may be determined by the Committee;
   2. measures for risk mitigation including systems and processes for internal control of identified risks;
   3. business continuity plan; and
   4. internal Capital Adequacy Assessment Process.
5. periodically reviewing the risk management policy, including the evolving industry dynamics and market conditions and evaluating the adequacy of risk management systems;
6. to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
7. approving a framework to evaluate the risks and materiality of all existing and prospective outsourcing and the policies that apply to such arrangements;
8. review of risk assessment results and ensure that these are appropriately and adequately mitigated and monitored;
9. monitor the progress in implementation of risk mitigation strategies including the status of risk assessment program;
10. periodic review of data for Credit and Portfolio Risk Management;
11. periodic review of data for Operational and Process Risk Management;
12. laying down guidelines on KYC norms;
13. the committee to review the minutes of the Asset Liability Management Committee;
14. to prescribe and monitor the limits of credit exposures including unsecured consumer credit exposures and monitoring the same on an ongoing basis;
15. to review and recommend the appointment / reappointment / removal of the Chief Risk Officer and their performance appraisal in consultation with the Nomination and Remuneration Committee;
16. recommending such items and matters to the Board for their consideration and approval / ratification as may be required from time to time; and
17. performing such other activities as may be delegated by the Board and/or prescribed under the Companies Act, 2013, and the SEBI Listing Regulations, RBI Master Directions, and any other applicable rules, regulations, guidelines, clarifications, circulars and notifications issued by the Government of India including Securities and Exchange Board of India, Reserve Bank of India and any other regulatory authority from time to time.

1. to formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Schedule VII of Companies Act, 2013 as may be amended or modified from time to time;
2. to review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
3. to monitor the CSR policy of the Company from time to time;
4. to formulate and recommend to the Board, an annual action plan;
5. to review the CSR project / initiatives from time to time; and
6. any other matter as the CSR 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.

1. to decide, in consultation with the BRLMs, the size, timing (including opening and closing dates), pricing and all other terms and conditions of the issue and transfer of the Equity Shares for the Offer, including the number of Equity Shares to be offered pursuant to the Offer (including any reservation, green shoe option and any rounding off in the event of oversubscription) price and any discount allowed under applicable laws that may be fixed and determined in accordance with the applicable laws, and to accept any amendments, modifications, variations, or alterations thereto;
2. to finalise, negotiate, approve, execute the terms and conditions, necessary documentation and undertake as appropriate such communication with the existing shareholders of the Company as required under applicable law, including inviting them to participate in the Offer by making an offer for sale in relation to such number of Equity Shares held by them as may be deemed appropriate, and which are eligible for the offer for sale in accordance with the SEBI ICDR Regulations, approving the final list of selling shareholders, quantum any modification, selling issue or difficulties, etc. and taking all actions as may be necessary or authorised in connection with any offer for sale;
3. to make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary, SEBI, the relevant registrar of companies, the Reserve Bank of India, the Stock Exchanges and any other governmental or statutory authorities as may be required in connection with the Offer and accept on behalf of the Board such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required and wherever necessary, incorporate such modifications / amendments as may be required in the draft red herring prospectus, the red herring prospectus and the prospectus as applicable;
4. to finalize, settle, approve, adopt and file in consultation with the BRLMs where applicable, the pre-filed draft red herring prospectus, the updated draft red herring prospectus – I, the updated draft red herring prospectus – II, the red herring prospectus, prospectus, the preliminary and final international wrap and any amendments, supplements, notices, addenda or corrigenda thereto (“Offer Documents”), and take all such actions as may be necessary for the submission and filing of these documents including incorporating such alterations / corrections / modifications as may be required by SEBI, the RoC or any other relevant governmental and statutory authorities or in accordance with applicable laws;
5. to decide in consultation with the BRLMs on the actual Offer size, timing, pricing, discount, reservation and all the terms and conditions of the Offer, including the price band (including offer price for anchor investors), bid period, Offer price, and to do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Offer including to make any amendments, modifications, variations or alterations in relation to the Offer;
6. to appoint and enter into and terminate arrangements with the BRLMs, and in consultation with BRLM(s), appoint and enter into agreements with the underwriters to the Offer, syndicate members to the Offer, brokers to the Offer, escrow collection bankers to the Offer, refund bankers to the Offer, sponsor banks to the Offer, registrars, legal advisors, auditors, advertising agency, monitoring agency, syndicate member and any other agencies or persons or intermediaries to the Offer and to negotiate, finalise and amend the terms of their appointment, including but not limited to the execution of the mandate or fee / engagement letter with the BRLMs and negotiation, finalization, execution and, if required, amendment of the offer agreement with the BRLMs for such purpose, including to remunerate all such intermediaries / agencies including the payments of commissions, brokerages, etc.;
7. to negotiate, finalise and settle and to execute and deliver or arrange the delivery of the draft red herring prospectus, the red herring prospectus, the prospectus, offer agreement, syndicate agreement, underwriting agreement, share escrow agreement, monitoring agency agreement, cash escrow agreement, agreements with the registrar to the offer and all other documents, deeds, agreements and instruments whatsoever with the registrar to the Offer, legal advisors, auditors, stock exchange(s), BRLMs and any other agencies / intermediaries in connection with the Offer with the power to authorise one or more officers of the Company to execute all or any of the aforesaid documents or any amendments thereto as may be required or desirable in relation to the Offer;
8. to consider and adopt the restated consolidated financial statements and the examination reports thereon;
9. to seek, if required, the consent and/or waiver of the lenders of the Company and its subsidiary, customers, parties with whom the Company or its subsidiary has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any other consents and/or waivers that may be required in relation to the Offer or any actions connected therewith;
10. to open and operate bank accounts in terms of the escrow agreement and to authorize one or more officers of the Company to execute all documents / deeds as may be necessary in this regard;
11. to open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act, 2013, as amended, and to authorize one or more officers of the Company to execute all documents / deeds as may be necessary in this regard;
12. to authorize and approve incurring of expenditure and payment of fees, commissions, brokerage, remuneration and reimbursement of expenses in connection with the Offer;
13. to determine the utilization and accept and appropriate the proceeds of the Offer in accordance with the applicable laws;
14. to approve code of conduct as may be considered necessary by the IPO Committee or as required under applicable laws, regulations or guidelines for the Board, officers of the Company and other employees of the Company;
15. to approve the implementation of any corporate governance requirements that may be considered necessary by the Board or the IPO Committee or as may be required under the applicable laws or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and listing agreements to be entered into by the Company with the relevant stock exchanges, to the extent allowed under law;
16. to issue receipts / allotment letters / confirmation of allotment notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorize one or more officers of the Company to sign all or any of the aforestated documents;
17. to authorize and approve notices, advertisements in relation to the Offer in consultation with the relevant intermediaries appointed for the Offer;
18. to do all such acts, deeds, matters and things and execute all such other documents, etc., as may be deemed necessary or desirable for such purpose, including without limitation, to finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue of allotment letters / confirmation of allotment notes, share certificates in accordance with the relevant rules, in consultation with the BRLMs;
19. to open with the bankers to the Offer such accounts as may be required by the regulations issued by SEBI;
20. to do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and / or modify, as the case maybe, agreements and/or such other documents as may be required with NSDL, CDSL, registrar and transfer agents and such other agencies, authorities or bodies as may be required in this connection and to authorize one or more officers of the Company to execute all or any of the aforestated documents;
21. to make applications for listing of the Equity Shares in one or more stock exchange(s) for listing of the Equity Shares and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchange(s) in connection with obtaining such listing including without limitation, entering into listing agreements and affixing the common seal of the Company where necessary;
22. to settle all questions, difficulties or doubts that may arise in regard to the Offer, including such issues or allotment, terms of the IPO, utilisation of the IPO proceeds and matters incidental thereto as it may deem fit;
23. to submit undertaking / certificates or provide clarifications to the SEBI, Registrar of Companies, and the relevant stock exchange(s) where the Equity Shares are to be listed;
24. to negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do or cause to be done any and all acts or things as the IPO Committee may deem necessary, appropriate or advisable in order to carry out the purposes and intent of this resolution or in connection with the Offer and any documents or instruments so executed and delivered or acts and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee in so doing;
25. to approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies as may be required under the SEBI Listing Regulations, SEBI (Prohibition on Insider Trading) Regulations, 2015 or any other applicable laws;
26. deciding, negotiating and finalising the pricing and all other related matters regarding the pre-IPO placement, including the execution of the relevant documents with the investors in consultation with the BRLMs and in accordance with applicable laws;
27. taking on record the approval of the Selling Shareholders for offering their Equity Shares in the Offer for Sale;
28. all actions as may be necessary in connection with the Offer, including extending the Bid / Offer period, revision of the Price Band, allow revision of the Offer for Sale portion in case any Selling Shareholder decides to revise it, in accordance with the applicable laws;
29. to delegate any of its powers set out hereinabove, as may be deemed necessary and permissible under Applicable Laws to the officials of the Company; and
30. to authorize and empower officers of the Company (each, an “Authorized Officer(s)”), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the Stock Exchange(s), the agreement with the registrar, the agreements with the depositories’, the offer agreement with the BRLMs (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLMs and syndicate members, the cash escrow and sponsor bank agreement, and any other contractual arrangements or any amendments thereto required with BRLMs, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved in or concerned with the Offer, if any, and confirmation of allocation notes and allotment advice, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or cause to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing; and
31. to withdraw the draft red herring prospectus or the red herring prospectus or to decide to not proceed with the Offer at any stage in accordance with Applicable Laws and in consultation with the BRLMs.