Corporate Governance

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 (“Act”), Regulation 62F of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and the applicable Reserve Bank of India (“RBI”) Directions. The terms of reference of the Audit Committee are in conformity with the applicable statutory and regulatory requirements and include, inter alia, oversight of the Company’s financial reporting process; review of quarterly and annual financial statements and auditors’ reports; recommendation for appointment, remuneration and terms of appointment of statutory auditors; review and monitoring of auditors’ independence and effectiveness of the audit process; approval or modification of related party transactions; scrutiny of inter-corporate loans and investments; evaluation of internal financial controls and risk management systems; review of the adequacy and effectiveness of internal audit functions; examination of significant audit observations and corrective actions; oversight of the whistle-blower mechanism; and review of compliance with applicable accounting standards, regulatory requirements and internal control systems.

Composition:

The Risk Management Committee has been constituted in accordance with the applicable RBI Directions governing Non-Banking Financial Companies. The purpose of the Risk Management Committee is to assist the Board in overseeing the Company’s risk management framework and ensuring that material risks are identified, assessed, monitored and mitigated in accordance with the Company’s risk appetite and available capital. The terms of reference of the Risk Management Committee include, inter alia, review and recommendation of the Enterprise Risk Management and Internal Capital Adequacy Assessment Process (“ERM & ICAAP”) Policy; oversight of the ICAAP framework and capital planning; review and approval of the Company’s risk appetite; monitoring of credit, operational, liquidity, market, technology, regulatory and other material risks; review of underwriting standards and risk-related policies; oversight of liquidity risk management and Asset Liability Management; monitoring of compliance with the Fair Practices Code; review of interest rate model performance and applicable risk parameters; and oversight of the functioning of the Asset and Liability Committee, Executive Risk Management Committee and Third-party Risk Management Committee.

Composition:

The Nomination and Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Act, Regulation 62G of the SEBI Listing Regulations and the applicable RBI Directions. The terms of reference of the Nomination and Remuneration Committee include, inter alia, formulation of criteria for determining the qualifications, positive attributes and independence of Directors; identification of persons qualified to be appointed as Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel; recommendation to the Board regarding their appointment, re-appointment and removal; formulation and review of remuneration policies; evaluation of the performance of the Board, its Committees and individual Directors; assessment of the fit and proper status of Directors; oversight of succession planning, human resource strategies and compensation matters; review of fixed and variable remuneration structures; and ensuring appropriate alignment between compensation, risk management and capital adequacy requirements.

Composition:

The Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The terms of reference of the Corporate Social Responsibility Committee include, inter alia, formulation and recommendation of the Corporate Social Responsibility (“CSR”) Policy to the Board; identification and recommendation of eligible CSR activities and projects in accordance with Schedule VII of the Act; recommendation of the expenditure to be incurred on CSR activities; review and recommendation of the Annual CSR Action Plan; monitoring of the implementation and progress of CSR projects and programmes; review of fund utilisation and related certifications; identification of implementation partners; and review and recommendation of the Annual Report on CSR activities for the consideration and approval of the Board.

Composition:

The Information Technology Strategy Committee has been constituted in accordance with the applicable RBI Directions relating to Information Technology Governance, Risk, Controls and Assurance Practices. The terms of reference of the Information Technology Strategy Committee include, inter alia, ensuring the establishment of an effective Information Technology (“IT”) strategic planning process; reviewing the alignment of the IT strategy with the Company’s overall business objectives; overseeing the effectiveness of IT governance and information security governance frameworks; reviewing processes for identification, assessment and mitigation of technology and cyber security risks; overseeing IT-related policies and frameworks; reviewing the adequacy of budgetary allocations for IT and cyber security initiatives; monitoring the utilisation of the IT budget and progress of major technology projects; reviewing IT and information security audit findings; and reviewing the adequacy and effectiveness of the Company’s Business Continuity Planning and Disaster Recovery Management arrangements.

Composition:

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of Section 178 of the Act and Regulation 62H of the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee include, inter alia, consideration and resolution of grievances of security holders of the Company, including complaints relating to transfer and transmission of securities, credit of securities, non-receipt of annual reports, non-receipt of declared dividends and other security holder-related matters; review of measures adopted for the effective exercise of voting rights by shareholders; monitoring adherence to service standards by the Registrar and Share Transfer Agent; review of initiatives undertaken to reduce unclaimed dividends and other amounts payable to security holders; and oversight of measures implemented to ensure timely communication and delivery of statutory notices, reports and other documents to security holders.

Composition:

The Debenture Committee has been constituted pursuant to the powers delegated by the Board of Directors in accordance with Section 179(3) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014. The terms of reference of the Debenture Committee include, inter alia, consideration and approval of matters relating to the issuance and allotment of Non-Convertible Debentures (“NCDs”) within the limits approved by the Board and shareholders, as applicable; determination and finalisation of issue terms, including issue size, timing, pricing, coupon rate, yield and other commercial terms; review, approval and execution of transaction documents, debenture trust deeds, security documents and other ancillary agreements; appointment of debenture trustees, credit rating agencies, registrars, legal advisers and other intermediaries; obtaining necessary regulatory approvals, credit ratings and International Securities Identification Numbers (“ISINs”); undertaking actions relating to listing and admission of securities with stock exchanges and depositories; creation and registration of security; and approval of matters relating to subscription, allotment, utilisation of issue proceeds and completion of applicable statutory and regulatory formalities.

Composition:

The Finance Committee has been constituted pursuant to the powers delegated by the Board of Directors in accordance with Section 179(3) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014. The terms of reference of the Finance Committee include, inter alia, consideration and approval of borrowings, other than by way of issuance of debentures, within the limits approved by the Board and shareholders, as applicable; approval of investments in accordance with the Board-approved Investment Policy; approval of guarantees, letters of comfort and creation of security in connection with borrowings; review and approval of transaction documents and appointment of intermediaries; opening and closure of bank accounts and authorisation of signatories; review and implementation of investment guidelines; consideration and approval of transactions involving transfer of loan exposures and securitisation of standard assets; approval of issuance and allotment of securities pursuant to the authority delegated by the Board; oversight of implementation of the Co-lending Policy; and consideration of corporate lending proposals in accordance with the applicable Board-approved policies and delegated authority.

Composition:

The Customer Service Committee has been constituted in accordance with the applicable provisions of the Reserve Bank of India (Internal Ombudsman for Regulated Entities) Directions, 2023. The terms of reference of the Customer Service Committee include, inter alia, review of quarterly and annual reports submitted by the Internal Ombudsman; oversight of the effectiveness and efficiency of the Company’s customer grievance redressal framework; monitoring the timely and fair resolution of customer complaints; examination of cases where the recommendations or decisions of the Internal Ombudsman have been rejected by the Company; review of the underlying causes of complaints and recommendation of corrective measures and process improvements; review of customer service policies and practices; evaluation of the performance of the Internal Ombudsman; assessment of the adequacy of Internal Ombudsman resources having regard to the volume and complexity of complaints; and reporting significant customer service issues, trends and recommendations to the Board.

Composition:

The Committee of Executives has been constituted in accordance with the applicable RBI Directions relating to Fraud Risk Management in Non-Banking Financial Companies. The terms of reference of the Committee of Executives include, inter alia, overseeing the effectiveness of the Company’s fraud risk management framework; conducting periodic reviews of fraud cases and reported incidents; examining the underlying causes, categories, trends and geographical concentration of frauds; reviewing delays in detection, identification and classification of frauds; monitoring the examination and determination of staff accountability in connection with fraud incidents; assessing the adequacy and effectiveness of internal controls and fraud prevention mechanisms; and recommending appropriate corrective and preventive measures to strengthen the Company’s internal control environment, risk management systems and overall fraud risk management practices.

Composition:

The Review Committee has been constituted in accordance with the applicable RBI Directions governing the treatment and classification of wilful defaulters and the powers delegated by the Board of Directors. The terms of reference of the Review Committee include, inter alia, examination and review of proposals received from the Identification Committee for classification of borrowers or other relevant persons as wilful defaulters; consideration of the evidence and reasons supporting the proposed classification; providing an opportunity of personal hearing to the concerned borrower, guarantor, promoter, director or other persons responsible for the management of the affairs of the borrowing entity, as applicable; review of the submissions and representations received from the concerned persons; and passing a reasoned order regarding classification as a wilful defaulter in accordance with the applicable regulatory framework and principles of natural justice.

Composition:

The Third-party Risk Management Committee has been constituted to oversee the Company’s outsourcing arrangements and associated third-party risks in accordance with the applicable RBI Directions and the Board-approved Outsourcing Policy and Third-party Risk Management Framework. The terms of reference of the Third-party Risk Management Committee include, inter alia, review of vendor assessments undertaken by the respective business functions for onboarding or renewal of outsourcing arrangements; examination of the nature, scope, contractual terms, costs and risks associated with outsourced activities; review of the half-yearly statement of outsourced activities and material outsourcing arrangements; assessment of material and non-material vendors; periodic review of the effectiveness of outsourcing policies, procedures and controls; identification and monitoring of material third-party risks; review of contingency plans and business continuity arrangements relating to outsourced services; maintenance and review of the central record of material outsourcing arrangements; and reporting of material outsourcing risks and recommendations to the Risk Management Committee and the Board of Directors, as applicable.

Composition: