Public issue of NCD
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DISCLAIMER – IMPORTANT NOTE: THE ELECTRONIC VERSION OF THE ADDENDUM TO THE SHELF PROSPECTUS DATED MAY 15, 2024 READ TOGETHER WITH THE SHELF PROSPECTUS DATED NOVEMBER 23, 2023 (“ADDENDUM”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL SAMASTA FINANCE LIMITED(“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE ADDENDUM HAS BEEN MADE AVAILABLE ON THIS WEB SITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH REGULATION 29 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE ADDENDUM. BY ACCESSING THE ADDENDUM, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME. Please read this notice carefully – It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Neither we, nor our affiliates represent that the contents of the Addendum herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates. You may not and are not authorized to (1) deliver the Addendum to any other person or (2) reproduce such Addendum in any manner whatsoever. Any distribution or reproduction of the Addendum in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions. The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. These materials are not directed at or accessible by following persons:
- Foreign nationals
- Persons resident outside India
- Foreign Institutional Investors
- Qualified Foreign Investors
- Non Resident Indians
- Overseas Corporate Bodies
- Foreign nationals
- Persons resident outside India
- Foreign Institutional Investors
- Qualified Foreign Investors
- Non Resident Indians
- Overseas Corporate Bodies
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DISCLAIMER – IMPORTANT
NOTE: THE ELECTRONIC VERSION OF THE SHELF PROSPECTUS (“SHELF PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL SAMASTA FINANCE LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS<> ”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE SHELF PROSPECTUS. BY ACCESSING THE SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME. Please read this notice carefully – It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Neither we, nor our affiliates represent that the contents of the Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates. You may not and are not authorized to (1) deliver the Shelf Prospectus to any other person or (2) reproduce such Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions. The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. These materials are not directed at or accessible by following persons:- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
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DISCLAIMER – IMPORTANT
NOTE: THE ELECTRONIC VERSION OF THE TRANCHE I PROSPECTUS (“TRANCHE I PROSPECTUS</b >”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL SAMASTA FINANCE LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE I PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS</b >”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCH I PROSPECTUS. BY ACCESSING THE TRANCHE I PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME. Please read this notice carefully – It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Neither we, nor our affiliates represent that the contents of the Tranche I Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates. You may not and are not authorized to (1) deliver the Tranche I Prospectus to any other person or (2) reproduce such Tranche I Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche I Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions. The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. These materials are not directed at or accessible by following persons:- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
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Here is the link: Abridged Prospectus</a >
DISCLAIMER – IMPORTANT
NOTE: THE ELECTRONIC VERSION OF THE DRAFT SHELF PROSPECTUS (“DRAFT SHELF PROSPECTUS</b >”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL SAMASSTA FINANCE LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE DRAFT SHELF PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS</b >”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE DRAFT SHELF PROSPECTUS. BY ACCESSING THE DRAFT SHELF PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME. Please read this notice carefully – It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Neither we, nor our affiliates represent that the contents of the Draft Shelf Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates. You may not and are not authorized to (1) deliver the Draft Shelf Prospectus to any other person or (2) reproduce such Draft Shelf Prospectus in any manner whatsoever. Any distribution or reproduction of the Draft Shelf Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions. The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. These materials are not directed at or accessible by following persons:- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
- Foreign nationals;
- Persons resident outside India;
- Foreign Institutional Investors;
- Qualified Foreign Investors;
- Non Resident Indians; and
- Overseas Corporate Bodies.
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DISCLAIMER – IMPORTANT NOTE: THE ELECTRONIC VERSION OF THE TRANCHE II PROSPECTUS (“TRANCHE II PROSPECTUS”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY US, IIFL SAMASTA FINANCE LIMITED (“COMPANY”), AND FOR INFORMATION PURPOSES ONLY. THE TRANCHE II PROSPECTUS HAS BEEN MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE REQUIREMENTS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED AND CIRCULARS ISSUED THEREUNDER, AS AMENDED FROM TIME TO TIME (THE “SEBI NCS REGULATIONS”). YOU ARE ADVISED TO READ THIS DISCLAIMER CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER USE OF THE TRANCH II PROSPECTUS. BY ACCESSING THE TRANCHE II PROSPECTUS, YOU AGREE TO FOLLOW THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY MODIFICATIONS TO THEM FROM TIME TO TIME. Please read this notice carefully – It applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. Neither we, nor our affiliates represent that the contents of the Tranche II Prospectus herein are accurate or complete. The information contained herein has not been updated since its original publication date and may not reflect the latest updates. You may not and are not authorized to (1) deliver the Tranche II Prospectus to any other person or (2) reproduce such Tranche II Prospectus in any manner whatsoever. Any distribution or reproduction of the Tranche II Prospectus in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the SEBI NCS Regulations or other applicable laws of India and other jurisdictions. The information in this section is directed at, and is intended for distribution to, and use by, residents of India only. Residents of countries other than India are not authorized to view or use the information in this section. Viewing this information may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. Any person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. These materials are not directed at or accessible by following persons:
- Foreign nationals Persons resident outside India; Foreign Institutional Investors; Qualified Foreign Investors; Non Resident Indians; and Overseas Corporate Bodies. The NCDs have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. No offers or sales of the NCDs are being made in the United States. If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. The Company has taken all necessary steps to ensure that the contents of the Tranche II Prospectus as appearing on this web site are identical to the Tranche II Prospectus filed with the BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”), Registrar of Companies, Karnataka at Bengaluru (“ROC”) and the Securities and Exchange Board of India (“SEBI”) (for record purposes) in accordance with the SEBI NCS Regulations. I Agree You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company or any of its or our affiliates accept any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of electronic data. Trust Investment Advisors Private Limited, Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) and IIFL Securities Limited (the “Lead Managers”) will not be responsible for any loss or damage that could result from interception and interpretation by any third parties of any information being made available to you through this web site. Access to electronic versions of these materials is being made available in good faith and for information purposes, in connection with an offering of debt securities under the SEBI NCS Regulations and are not intended to nor do they constitute an offer and/or an invitation to subscribe to the securities referred therein. The materials placed herein are for informational purposes and not a solicitation of any bid from you. Nothing contained herein shall constitute and/or deem to constitute an offer and/or an invitation to an offer to subscribe to the securities referred therein. Any person seeking access to this portion of the Company’s website represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in IIFL Samasta Finance Limited. Further, it does not constitute a recommendation by the Company or the Lead Managers or any other party to sell or buy securities in IIFL Samasta Finance Limited. Confirmation of understanding and acceptance of disclaimer I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of these materials. I confirm that I do not fall under any of the categories below:
- Foreign nationals
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- Foreign nationals
- Persons resident outside India
- Foreign Institutional Investors
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UIDAI
Intimations
Committees
The IT Steering Committee comprises as under.
Name of Members | Designation |
---|---|
Mr. Shivaprakash D | Chairman |
Mr. Gunasekaran L | Member |
Mr. Manish Agrawal | Member |
Mr. Sanjaya Kumar Jena | Member |
Mr. Abhinav Maheshwari | Member |
Mr. Baby Jose | Member |
The role of IT Steering Committee includes the following, (i) Assist the ITSC in strategic IT planning, oversight of IT performance, and aligning IT activities with business needs; (ii) Oversee the processes put in place for business continuity and disaster recovery; (iii) Ensure implementation of a robust IT architecture meeting statutory and regulatory compliance; and (iv) Update ITSC and CEO periodically on the activities of IT Steering Committee.
The Asset Liability Management Committee comprises as under:
Name of Members | Designation |
---|---|
Mr. Venkatesh N | Chairman |
Mr. Manoj Pasangha | Member |
Mr. T Anantha Kumar | Member |
Mr. Manish Agrawal | Member |
Mr. Mohan Kumar | Member |
The role of the ALCO would be to analyze, monitor, review and discuss the risk profile of the company. Terms of Reference of AssetLiability 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. Kalengada Mandanna Nanaiah | Chairperson |
Mr. Govinda Rajulu Chintala | Member |
Mr. Nihar Niranjan Jambusaria | Member |
Mr. R. Venkataraman | Memberr |
Ms. Uma Shanmukhi Sistla | Member |
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 utilization 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 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.
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 | Chairperson |
Mr. Shivaprakash Deviah | Member |
Ms. Sistla Uma Shanmukhi | Member |
Mr. Ravi K Shah | Member |
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 programs 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 programs as specified in the Companies Act 2013.
4. Reviewing the modalities of utilization of funds and implementation schedules for the projects or programs.
5. Monitoring and reporting mechanism for the projects or programs.
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 IT Strategy Committee comprises as under.
Name of Directors | Designation |
---|---|
Mr. Venkatesh N | Chairman |
Mr. Shivaprakash Deviah | Member |
Mr.Kalengada Mandanna Nanaiah | Member |
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. Govinda Rajulu Chintala | Chairperson |
Mr. Kalengada Mandanna Nanaiah | Member |
Ms. Uma Shanmukhi Sistla | Member |
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 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. Govinda Rajulu Chintala | Chairperson |
Mr. Kalengada Mandanna Nanaiah | Member |
Mr. R. Venkataraman | Member |
Mr. Nihar Niranjan Jambusaria | Member |
Uma Shanmukhi Sistla | Member |
Mr. Shivaprakash Deviah | Member |
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. Govinda Rajulu Chintala | Chairman |
Mr. Venkatesh N | Member |
Mr. Nihar Niranjan Jambusaria | Member |
The role of the committee shall include the following:
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
2024
2023
2022
2021
2024
2023
2022
Other Information
Debenture Trustee
Catalyst Trusteeship LimitedUnit No- 901, 9th Floor,
Tower – B, Peninsula Business Park,
Senapati Bapat Marg,
Lower Parel (W), Mumbai – 400013
Phone : 020-49220555
Email ID : complianceCLT-Mumbai@ctltrustee.com
Beacon Trusteeship Limited
Beacon Trusteeship Limited
5W, 5th Floor, Metropolitan Building,
E Block, Bandra Kurla Complex (BKC),
Bandra (East), Mumbai 400 051
Phone : 022-46060278| M : 9555449955
Email ID : contact@beacontrustee.co.in
Website: https://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
VARDHMAN TRUSTEESHIP PRIVATE LIMITED
The Capital, A Wing, 412A, Bandra Kurla Complex,
Bandra (East), Mumbai-400051
Phone-022 42648335
Fax No- 913340016345
Website-www.vardhmantrustee.com
IRDAI
Policies & Procedures
Announcements