COMMITTEES

 

è AUDIT COMMITTEE

v  Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient andcredible.

v  Recommending to the Board the appointment, reappointment, and if required, the replacement or removal of the statutory auditor and the fixation of audit fee.

v  Approval of payment to statutory auditors for any other services rendered by the statutoryauditors.

v  Reviewing with management the annual financial statements before submission to the Board for approval with particular reference.

v  Changes if any in accounting policies and practices and reasons for the same.

v  Major accounting entries involving estimates based on the exercise of judgment by management.

v  Significant adjustment made in the financial statement arising out of audit findings.

v  Disclosure of any related party transactions.

v  Qualifications in the draft audit report.

v  Reviewing with the management the quarterly financial statements before submission to the board for approval.

v  Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

v  Approval or any subsequent modification of transactions of the company with related parties.

v  Scrutiny of inter-corporate loans and investments.

v  Evaluation of internal financial controls and risk management systems.

v  Reviewing with the management performance of the statutory and internal auditors and adequacy of the internal control system.

v  Reviewing the adequacy of internal audit function if any including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

v  Discussion with internal auditors regarding any significant findings and follow-up thereon.

v  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.

v  Discussion with statutory auditors before audit commences about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern.
To review the function of whistle blower mechanism in case the same exists.

è  ASSET LIABILITY COMMITTEE

v  The committee shall meet once in a month and transact the following business

v  Management of liquidity position, long term and short term.

v  Review of ALM Returns to be submitted to RBI.

v  Decision on disposal of surplus funds of the company for shorter duration (up to 6 months).

v  Notwithstanding anything stated herein above, the committee shall consider and discharge such other functions as may be necessary for the day to day management of the company or such other functions as may be directed by RBI from time to time.

v  The committee shall have power to invite such other officers or employees of the company as and when required.

v  The committee shall function under the overall supervision of the risk management committee constituted under RBI Directives.

v  CFO shall act as the member secretary of the committee.

è BORROWING COMMITTEE

v  To ensure that all financial arrangements/borrowings are within the overall borrowing limits of the Company.

v  Approve financial arrangements whether as working capital demand loans or against assignment of receivables of the company or buy out of portfolios or by such other means with banks or other financial institutions and including the signing of such documents for facilities within the borrowing powers of the Board.

v  Approve the creation of any mortgage/charge or other encumbrance over the company’s properties or assets for the above purposes.

v  Approve the issuing or providing or permitting the company to issue or provide any form of guarantee or indemnity or other financial or non-financial support in the ordinary course of business.

v  To consider the issue of commercial papers and other short term or long term instruments for raising funds from the market.

v  Authorize changes in signatories in respect of accounts maintained by the company with banks and other financial institutions.

v  Authorization for opening, operation and Closing of Bank Accounts in different centers for different branches.

v  Authorization for E-Net banking

v  To consider and approve the allotment of debentures through private placement which will be within the overall limits of the company.

è COMPENSATION COMMITTEE

1)      ROLE OF NOMINATION

v  The Committee shall put in place a broader policy describing the qualification, experience and other positive attributes for selection of Executive/whole time

Directors including their age of retirement.

v  The committee shall formulate and put in place guiding principles to determine the qualities, qualifications, and the parameters to determine the ‘fit and proper’ criteria for appointment of independent Directors keeping in mind the diversity quotient the company’s board shall maintain from time to time and subject to the applicable regulatory requirements.

v  Filling in a timely manner vacancies on the board of the company including the position of executive/whole time directors.

v  Selection of directors, key management personnel and persons to be appointed in senior management positions as defined by the board and recommend to the board for their appointment and removal thereof.

2)      ROLE OF FIXING REMUNERATION AND EVALUATION OF PERFORMANCE

v  The committee shall formulate and recommend to the Board for its approval a policy relating to the remuneration for the directors & key managerial personnel from time to time.

v  The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully

v  Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

v  Remuneration to directors, key managerial personnel involves a balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

v  The committee shall review the performance of individual directors of the company on a yearly basis at the end of each financial year or at such periodicity as the committee deem fit and recommend to the board on the basis of such review, whether a director to be recommended for re-appointment or not.

v  The committee shall review the performance of the Executive/Whole time Directors of the company and fix suitable compensation packages in consideration of their performance, contributions, the general business environment in which the company operates and financial position of the company. The remuneration package may be a combination of fixed and performance based bonus/incentives for the period under review.

v  The committee shall along with the management review the performance of Key managerial personnel and senior management persons annually and fix their remuneration packages in accordance with the policies approved by the Board.

è CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

v  Providing financial assistance to the underprivileged deserving students for Education.

v  Providing financial assistance to meet emergency care requirements of those who are unable to afford the fees.

v  Renovation of dilapidated school buildings, etc.

v  Draft the CSR policy and recommend the same to the Board for approval.

v  Review and recommend any new CSR initiatives to be taken up by the company including the selection/appointment of implementation agencies.

v  Review the progress of CSR projects already undertaken by the company and the utilization of budgets for each such projects

v  Review and recommend any amendments to be made in the CSR policy of the Company

v  To carry such other functions as may be delegated to it by the board relating to CSR activities of the company.

è  RISK MANAGEMENT COMMITTEE

v  The purpose of the RMC review the risk management framework and risk appetite of the Company, examine the adequacy and

v  Effectiveness of the risk management policy,  and ensure appropriate / adequate reporting to the Board with recommendations

v  Where required.

v  To ensure that an appropriate policy and plan for a system of risk management is developed by management, approved by the Board.

v  To ensure that the committee  has implemented an effective ongoing process to identify risk, to measure its potential impact against a

v  broad set of assumptions and then to activate what is necessary to pro-actively manage these risks, and to decide the  company’s 

v  Appetite or tolerance for risk.

v  To ensure that a systematic, documented assessment of the processes and outcomes surrounding key risks is undertaken at least annually.

v  Call for appropriate data / information to confirm the risk assessments of the past or projections for the future including development of any key performance or risk tolerance indicators.

v  Ensure that the risk management policy in force is in tune with regulatory requirements, corporate governance standards, emerging new risks and industry best practices.

v  Review major breaches in policy.

v  Appraise uncovered / residual risks to the Board.

v  Assess the capacity of the Company to withstand major ‘shocks’ , financial or otherwise, caused by market forces, regulatory directives, environment, any other external factors or internal upheavals 

è  MANAGEMENT COMMITTEE 

v  Reviewing the operations of the Company (previous months), branches, disbursements, delinquencies, frauds etc.

v  Discovering new areas (geographies) for expansion.

v  Reviewing borrowings of the Company i.e.; source, quantum, interest, effective cost of funds, interest rate, margin cap etc.

v  Statutory Compliances.

v  HR readiness to ramp up.

v  Progress on accounts integration/ Information Technology up gradation etc.

v  MIS- Adequacy and suggestions 

è  DEBENTURE COMMITTEE

v  Authorization of any director or directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as such authorized person in his/her/its absolute discretion may deem necessary or desirable in connection with the issue, offer and allotment of the Bonds.

v  Giving or authorizing the giving by concerned persons of such declarations, affidavits, certificates, consents and authorities as may be required from time to time;

v  Appointing the lead managers to the issue in accordance with the provisions of the Debt Regulations;

v  Seeking, if required, any approval, consent or waiver from the Company’s lenders, and/or parties with whom the Company has entered into various commercial and other agreements, and/or any/all concerned government and regulatory authorities in India, and/or any other approvals, consents or waivers that may be required in connection with the issue, offer and allotment of the Bonds.

v  Deciding, approving, modifying or altering the pricing and terms of the Bonds, and all other related matters, including the determination of the size of the Bond issue up to the maximum limit prescribed by the Board and the minimum subscription for the Issue;

v  Approval of the draft and final prospectus or disclosure document as the case may be (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalized in consultation with the lead managers, in accordance with all applicable laws, rules, regulations and guidelines;

v  Seeking the listing of the Bonds on any Indian stock exchange, submitting the listing application to such stock exchange and taking all actions that may be necessary in connection with obtaining such listing;

v  Appointing the registrar and other intermediaries to the Issue, in accordance with the provisions of the Debt Regulations;

v  Finalization of and arrangement for the submission of the draft prospectus to be submitted to the Stock Exchange(s) for receiving comments from the public and the prospectus to be filed with the Stock Exchange(s), and any corrigendum, amendments supplements thereto.

v  Appointing the debenture trustee and execution of the trust deed in connection with the Issue, in accordance with the provisions of the Debt Regulations;

v  Authorization of the maintenance of a register of holders of the Bonds;

v  Finalization of the basis of allotment of the Bonds including in the event of over- subscription;

v  Finalization of the allotment of the Bonds on the basis of the applications received;

v  Acceptance and appropriation of the proceeds of the Issue.

v  To generally do any other act and/or deed, to negotiate and execute any document/s, application/s, agreement/s, undertaking/s, deed/s, affidavits, declarations and certificates, and/or to give such direction as it deems fit or as may be necessary or desirable with regard to the Issue.