Investor Relations – Test
Annual Report
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Disclosures under Regulation 62 of the sebi LODR
Reports & Returns
Public Issue of NCD
UIDAI
Intimations
Committees
The Asset Liability
Management Committee
comprises as under:
| Name of Members | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Manoj Pasangha | Chief Business Officer |
| Mr. T Anantha Kumar | Chief Financial Officer |
| Mr. Gaurav Kumar | Chief Operating Officer |
| Mr. Mohan Kumar | Head – Treasury |
| Mr. Manish Agrawal | Chief Risk Officer |
The role of the ALCO
would be to analyze,
monitor, review and
discuss the risk
profile of the
company. Terms of
Reference of Asset
Liability Management
Committee (ALCO)
includes the
following: 1.
Liquidity risk
management 2.
Management of market
risks 3. Funding and
capital planning 4.
Interest Rates and
Capital Adequacy
scenario 5.
Forecasting and
analyzing ‘What if
scenario’ & and
preparation of
contingency plans
Asset Liability
Mismatch 6. Profit
planning and growth
projection 7. Inter
corporate
deposits/loans between
group companies and
their transfer pricing
mechanism The ALCO
shall also discuss the
impact of various
changes in the market
conditions on the
balance sheet and
actions for
implementation. The
recommendations of the
ALCO shall be placed
at the Board Level
ALCO periodically. The
committee shall
discuss on the
following aspects:
Bond market update,
Analysis of Cost of
funds, BenchMark Rates
– MCLR, With reference
to market update –
Repo, Reverse Repo,
CRR, SLR and Bank Rate
(MCLR). Borrowing
Profile. Rating.
Capital requirement.
and other connected
manners.
The scope of the Audit
Committee prepared under
provisions of the
Companies Act, 2013,
provisions of SEBI
(Listing Obligation and
Disclosure Requirement)
Regulations,2015 and the
guidelines issued by the
Reserve Bank of India on
Corporate Governance of
NBFC. The Audit
Committee Comprises as
Under:
| Name of Directors | Designation |
|---|---|
| Mr. Vikraman Ampalakkat | Independent Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
| Mr. Shivaprakash Deviah | Whole Time Director |
A. The role of the audit
committee shall include
the following: 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,
remuneration and terms
of appointment of
auditors of the Company.
3. Approval of payment
to statutory auditors
for any other services
rendered by the
statutory auditors. 4.
Reviewing, with the
management, the annual
financial statements,
and auditor’s report
thereon before
submission to the board
for approval, with
particular reference to:
(a) 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. (b)
changes, if any, in
accounting policies and
practices and reasons
for the same. (c) major
accounting entries
involving estimates
based on the exercise of
judgment by management.
(d) significant
adjustments made in the
financial statements
arising out of audit
findings. (e) compliance
with listing and other
legal. requirements
relating to financial
statements. (f)
disclosure of any
related party
transactions. (g)
modified opinion(s) in
the draft audit report.
5. Reviewing, with the
management, the
quarterly financial
statements before
submission to the Board
for approval. 6.
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 or rights
issue, and making
appropriate
recommendations to the
board to take up steps
in this matter. 7.
Reviewing and monitoring
the auditor’s
independence and
performance, and
effectiveness of audit
process. 8. Approval or
any subsequent
modification of
transactions of the
listed entity with
related parties. 9.
Scrutiny of
inter-corporate loans
and investments. 10.
Valuation of
undertakings or assets
of the listed entity,
wherever it is
necessary. 11.
Evaluation of internal
financial controls and
risk management systems.
12. Reviewing, with the
management, performance
of statutory and
internal auditors,
adequacy of the internal
control systems. 13.
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. 14. Discussion
with internal auditors
of any significant
findings and follow up
there on. 15. Reviewing
the findings of any
internal nvestigations
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. 16.
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. 17. 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. 18. To
review the functioning
of the whistle blower
mechanism. 19. Approval
of appointment of chief
financial officer after
assessing the
qualifications,
experience and
background, etc. of the
candidate. 20. Carrying
out any other function
as is mentioned in the
terms of reference of
the audit committee. 21.
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. 22. Consider
and comment on
rationale, cost-benefits
and impact of schemes
involving merger,
demerger, amalgamation
etc., of the company and
its shareholders. B.
Reviewing the following
information: 1.
Management discussion
and analysis of
financial condition and
results of operations.
2. Statement of
significant related
party transactions (as
defined by the audit
committee), submitted by
management. 3.
Management letters /
letters of internal
control weaknesses
issued by the statutory
auditors. 4. Internal
audit reports relating
to internal control
weaknesses. 5. The
appointment, removal and
terms of remuneration of
the internal auditor
shall be subject to
review by the audit
committee.
The Corporate Social
Responsibility
Committee has been
reconstituted as per
the requirements of
Section 135 of the
Companies Act, 2013.
The CSR Committee
comprises as under
| Name of Members | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash Deviah | Whole-time Director |
| Ms. Malini Eden | Independent Director |
| Mr. Ashwini Kumar | Chief People Officer |
The role of CSR
committee includes the
following: 1.
Formulating and
recommending to the
Board, an annual
action plan in
pursuance of its CSR
Policy. 2. Monitoring
the list of CSR
projects or programmes
that are approved to
be undertaken in areas
or subjects specified
in Schedule VII of the
Act. 3. Planning the
manner of execution of
such projects or
programmes as
specified in the
Companies Act 2013. 4.
Reviewing the
modalities of
utilisation of funds
and implementation
schedules for the
projects or
programmes. 5.
Monitoring and
reporting mechanism
for the projects or
programmes. 6. Any
other matter as
prescribed by the
Companies Act 2013 or
any other statutory or
regulatory body or as
may be delegated by
Board to the committee
from time to time.
The Issuance and
Allotment Committee
comprises as under.
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash Deviah | Whole-time Director |
The role of Issue and
Allotment Committee are
as follows, 1. To
approve Issuance and
Allotment of Securities
and related documents
required for issue and
allotment of securities.
2. Such other powers as
may be delegated by the
Board from time to time.
The IT Strategy
Committee comprises as
under.
| Name of Directors | Designation |
|---|---|
| Mr. Shivaprakash Deviah | Whole-time Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
The role of IT
Strategy committee
includes the
following, 1.
Reviewing the results
of and progress in
implementation of the
decisions made in the
previous meetings. 2.
Review and amend IT
Strategies in line
with corporate
strategies, Board
policy reviews, cyber
security arrangements
and matters related to
IT governance. 3.
Ascertaining that
management has
implemented processes
and practices that
ensure that the IT
delivers value to the
business 4.
Information Security
updates 5. Review of
Information Security
Audit report 6.
Information Security
Risk Assessment 7. Any
other matter as
prescribed by RBI or
any other statutory or
regulatory body or as
may be delegated by
Board to the committee
from time to time.
The scope of the
Nomination &
Remuneration Committee
prepared under
provisions of the
Companies Act, 2013,
provisions of SEBI
(Listing Obligation
and Disclosure
Requirement)
Regulations,2015 and
the guidelines issued
by the Reserve Bank of
India on Corporate
Governance of NBFC.
The Nomination &
Remuneration Comprises
as Under:
| Name of Directors | Designation |
|---|---|
| Mr. Ramanathan Annamalai | Independent Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
| Mr. Vikraman Ampalakkat | Independent Director |
Terms of Reference
of Nomination &
Remuneration
Committee are as
below: (1).
Formulation of the
criteria for
determining
qualifications,
positive attributes
and independence of
a director and
recommend to the
board of directors a
policy relating to,
the remuneration of
the directors, key
managerial personnel
and other employees.
1A. For every
appointment of an
independent
director, the
Nomination and
Remuneration
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: a.
use the services of
an external
agencies, if
required. b.
consider candidates
from a wide range of
backgrounds, having
due regard to
diversity. c.
consider the time
commitments of the
candidates. (2)
Formulation of
criteria for
evaluation of
performance of
independent
directors and the
board of directors.
(3) Devising a
policy on diversity
of board of
directors. (4)
Identifying persons
who are qualified to
become directors and
who may be appointed
in senior management
in accordance with
the criteria laid
down, and recommend
to the board of
directors their
appointment and
removal. (5) Whether
to extend or
continue the term of
appointment of the
independent
director, on the
basis of the report
of performance
evaluation of
independent
directors. (6)
Recommend to the
board, all
remuneration, in
whatever form,
payable to senior
management.
The Borrowing and
Business committee
comprises as under.
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash D | Whole-time Director |
Terms of reference of
Borrowing and Business
Committee are as
below: 1. To establish
current and other
banking accounts with
various banks to
specify and change the
authorized signatories
and their transaction
limits to the said
banking accounts; to
close current and
other banking
accounts. 2. Any
unsecured loans to be
given by the Company
other than staff loan
advances to be
approved by the
Borrowing &
Business Committee. 3.
Any secured loan to be
given by the Company
including Housing
loans, loans against
property, SME loans
and other loans
exceeding Rs. 1 crore
to be approved by
Borrowing &
Business Committee. 4.
To consider and
approve
transactions/proposal/arrangements
for sale/ assignment/
securitization of the
loan receivables/ book
debts of the Company
on such terms and
conditions as it
thinks fit 5.
Approving the
investment policy for
the Company and its
amendment and/or
modification from time
to time. 6. Borrowing
such sum or sums of
moneys and for
availing all kinds and
types of loans
facilities from time
to time, upto sum/
limit as may be fixed
by Board of Directors/
Shareholders for and
behalf of the Company,
from its directors,
shareholders, banks,
NBFCs, financial
institutions,
companies, firms,
bodies corporate or
from any other person
as may be permitted
under applicable laws
whether unsecured or
secured by mortgage,
charge, hypothecation
or lien or pledge of
the Company’s assets
and/or properties
whether movable or
immovable including
stocks fixed assets
book debts and to
create security over
the assets and/or
properties of the
Company in relations
to such borrowings. 7.
To provide
Declarations,
Undertakings,
Warranties and any
other documents to
Regulators, Lenders
and such other persons
as the committee deems
fit and as maybe
required from time to
time for smooth
functioning and
expansion of the
business of the
company. 8. In
connection with the
above, to authorize
affixing the common
seal of the Company in
accordance with the
manner laid down in
the Articles of
Association and to
authorize taking the
Common seal out of the
registered office of
the Company. 9. Review
various fund-raising
options including
issuance of
debentures,
subordinated debt,
debt instruments and
other security as
required from time to
time and give its
recommendations to the
Board. 10. Authorize
directors/employees of
the company to sign
the rental agreements,
service/ product loan
agreements and any
other agreement as may
be required from time
to time for day to day
management of the
affairs of the
Company. 11.
Authorize/Engage an
any
employees/professional/lawyers
or any other official
of the Company whoever
the committee may
think fit for the
following purpose: •To
file complaint(s),
suit(s), plaint(s),
appeals(s), memo(s),
revision(s) and all
other connected
proceeding(s) arising
out of or in
connection with any of
the Court
proceeding(s) for and
on behalf of the
Company before any
Court of law, whether
Civil or Criminal and
to accept service of
any summons or other
legal processes on
behalf of the company
for the aforesaid
purpose; •To appear
for and on behalf of
the Company as may be
required before all
Court(s),
Magistrate(s),
Judicial Officer(s),
Quasi-Judicial
Authorities or other
Public Officers and
Quasi-Judicial
Authorities for the
aforesaid purposes.
•To produce or summon
or receive back
documentary evidence
and to deposit money
vide account payee
cheque or Demand
drafts for any amount
on behalf of the
Company for the
aforesaid purpose •To
sign, declare, verify
and affirm
complaint(s), suit(s),
plaint(s), written
statement(s),
application(s),
petition(s),
representation(s),
submission(s),
claim(s), counter
claim(s),
affidavit(s),
appeals(s), memo(s),
revision(s) cross
objection(s) and other
document(s) for and on
behalf of the Company
and to appear before
any Judge, Magistrate
or officers empowered
by law to hear any
suit or matter
concerning the
Company. •Authorising
official of the
Company to appear on
behalf of the Company
before various
regulatory and law
enforcing
authorities’/government
department/local
administration or
authority/market
intermediaries under
applicable laws, rules
and regulations and
submit documents
undertaking,
affidavits, papers
etc. •To do such other
things as may be
required to do for the
aforesaid purposes.
12. Such other powers
as may be delegated by
the Board from time to
time.
The scope of the Risk
Management Committee
prepared under
provisions of SEBI
(Listing Obligation
and Disclosure
Requirement)
Regulations,2015 and
the guidelines issued
by the Reserve Bank of
India on Corporate
Governance of NBFC.
The company has
constituted a Risk
Management Committee
to oversee risk
management function
performed by the
management, define and
review the framework
for identification,
assessment,
monitoring, mitigation
and reporting of
risks. The Risk
Management Committee
comprises as under:
| Name of Directors | Designation |
|---|---|
| Mr. Shivaprakash Deviah | Whole-time Director |
| Mr. Ramanathan Annamalai | Independent Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
The role of the
committee shall, inter
alia, include the
following: 1. To
formulate a detailed
risk management policy
which shall include:
a. A framework for
identification of
internal and external
risks specifically
faced by the listed
entity, in particular
including financial,
operational, sectoral,
sustainability
(particularly, ESG
related risks),
information, cyber
security risks or any
other risk as may be
determined by the
Committee. b. Measures
for risk mitigation
including systems and
processes for internal
control of identified
risks. c. Business
continuity plan. 2. To
ensure that
appropriate
methodology, processes
and systems are in
place to monitor and
evaluate risks
associated with the
business of the
Company. 3. To monitor
and oversee
implementation of the
risk management
policy, including
evaluating the
adequacy of risk
management systems. 4.
Risk Management
Committee of the Board
shall oversee the
integration of all
Enterprise wide risks.
5. Risk Management
Committee of the Board
(RMCB) shall monitor
the risk framework and
promote effective
management of all risk
categories, and foster
the establishment and
maintenance of an
effective risk culture
throughout the
Company. 6. Ensure
establishment of risk
appetite for the
Company. 7. To
periodically review
the risk management
policy, at least once
in two years,
including by
considering the
changing industry
dynamics and evolving
complexity. 8. To keep
the board of directors
informed about the
nature and content of
its discussions,
recommendations and
actions to be taken.
9. The appointment,
removal and terms of
remuneration of the
Chief Risk Officer (if
any) shall be subject
to review by the Risk
Management Committee.
The Risk Management
Committee shall
coordinate its
activities with other
committees, in
instances where there
is any overlap with
activities of such
committees, as per the
framework laid down by
the board of
directors.
The Stakeholders
Relationship Committee
comprises as under:
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Vikraman Ampalakkat | Independent Director |
| Mr. Ramanathan Annamalai | Independent Director |
The role of the
committee shall
include the
following:</strong
> 1. Resolving
the grievances of
the security holders
of the listed entity
including complaints
related to
transfer/transmission
of shares,
non-receipt of
annual report,
non-receipt of
declared dividends,
issue of
new/duplicate
certificates,
general meetings
etc. 2. Review of
measures taken for
effective exercise
of voting rights by
shareholders. 3.
Review of adherence
to the service
standards adopted by
the listed entity in
respect of various
services being
rendered by the
Registrar &
Share Transfer
Agent. 4. 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.
Credit Rating and Other Disclosures
Other Information
Debenture Trustee
Catalyst Trusteeship Ltd. (Formerly known as GDA Trusteeship Ltd)Windsor, 6th Floor, office no. 604, C.S.T. Road, Kalina, Santcruz (East) Mumbai- 400098.
Tel: (020)49220555
Fax No. : + 91 (022) 49220505
Email : ComplianceCTL-Mumbai@ctltrustee.com
Beacon Trusteeship Limited
4C & D Siddhivinayak Chambers, Gandhi Nagar, Opp MIG Cricket Club Bandra (East),
Mumbai 400 051
Phone : 022-26558759 | M +91 8976944226
Email ID: compliance1@beacontrustee.co.in
4C & D Siddhivinayak Chambers, Gandhi Nagar, Opp MIG Cricket Club Bandra (East),
Mumbai 400 051
Phone : 022-26558759 | M +91 8976944226
Email ID: compliance1@beacontrustee.co.in
Website: beacontrustee.co.in
Registrar & Transfer Agent
Link Intime India Pvt. Ltd
C 101, 247 Park,L B S Marg, Vikhroli West, Mumbai 400 083.
Tel: +91 22 49186000, Fax: +91 22 49186060
Email Id: debtca@linkintime.co.in
C 101, 247 Park,L B S Marg, Vikhroli West, Mumbai 400 083.
Tel: +91 22 49186000, Fax: +91 22 49186060
Email Id: debtca@linkintime.co.in
Head Investor Relationship Officer
Mr. Manoranjan Biswal
Company Secretary & Compliance Officer
Contact: 080-42913510
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