Our philosophy of corporate governance enhances shareholder value and protects the interests of stakeholders through prudent financial management and high standards of ethics and transparency. The excellence that we strive to achieve as a company is dependent on the consistent application of our corporate Code of Ethics.
The Company has a judicious mix of Executive and Non-Executive Directors on its Board. At present, there are ten directors on the Board. The Chairman of the Company is Non Executive Director. Half of the Board consists of Independent Directors which includes one independent women director.
The charter of the Audit Committee is wide enough to cover the matters specified under Listing Regulations, the Reserve Bank of India Guidelines and Section 177 of the Companies Act, 2013.
The Audit Committee is responsible for the oversight of the Company’s financial reporting process to ensure that the information contained therein is correct, sufficient and credible. The Committee also reviews changes to accounting policy, approves new appointments to internal auditor positions, and monitors adherence to the Company’s Code of Ethics.
The Nomination and Remuneration Committee is responsible to formulate criteria for determining qualifications, positive attributes and independence of a director; evaluation of independent directors and the Board; to devise a Policy on remuneration including any compensation related payments of the directors, key managerial personnel and other employees and recommend the same to the Board of Directors of the Company etc.
The Stakeholders’ Relationship Committee primarily works to redress and resolve 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 or allotment letters, general meetings etc.
It also reviews 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.
The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and ensuring compliance of CSR Policy; identifying the CSR activities and the geographic distribution of CSR and structure for CSR implementation; execution, implementation, monitoring and reporting of CSR activities etc.
The Asset Liability Committee reviews liquidity risk management through Asset Liability mismatches across various time buckets; management of market risks through articulation on current interest rate view & its future direction; funding and capital planning – source & mix of liabilities; forecasting and analysing ‘What if scenario’ and preparation of contingency plans through review of treasury strategy at regular interval; regulatory updates; product Pricing for borrowing; and review of Internal Capital Adequacy assessment.
The Risk Management Committee provides comprehensive tools for monitoring and managing credit and market risk and fraud control.
It also reviews risk mitigation plans on significant risks which affects policy or procedure level changes for effective implementation; review and measure risks emanating from information technology and cyber threats, due to increased adoption of technology and digitization.
The Management Committee constituted by the Board of Directors is to execute Board’s directions and facilitate operational matters and to perform its executive role on matters which are within the purview of delegated powers by the Board from time to time subject to the provisions of the Companies Act, 2013.
Such authorizations inter-alia includes to decide on matters w.r.t direct assignment deal with various banks from time to time, acceptance of term loans, credit facilities of any type, other borrowings etc., opening and closing of current/cash credit account and inclusion and deletion of the authorized signatories to the said current/ cash credit account opened in the name of the Company.
The Review Committee of the Company was constituted to align with the requirements of the Framework for Revitalising Distressed Assets in the Economy as per guidelines issued by RBI.
This Committee has to review the decision of the Credit Committee with regard to classification of non-co-operative borrowers and matters related thereto.
The Charter of the IT Strategy Committee broadly include approving IT strategy and policy documents and ensuring that the management has put an effective strategic planning process in place; ascertaining that management has implemented processes and practices that ensure that the IT delivers value to the business; periodically reviewing the process for development, approval and modification of the Company’s IT strategy and strategic plan; review the Information System audit report.
The Company has an adequate system of internal controls in place commensurate with the nature of its business and size of its operations. The Company has documented its policies, controls and procedures, covering all financial and operating activities. Internal controls include IT general controls, IT application controls, controls designed to provide a reasonable assurance regarding reliability on financial reporting, monitoring of operations for their efficiency and effectiveness, protecting assets from unauthorised use or losses, compliances with regulations, prevention and detection of fraudulent activities, etc. The Company continues its efforts to align all its processes and controls with leading practices.