Reserve Bank of India vide their Circular dated May 08, 2007 and July 11, 2007 have issued guidelines on Corporate Governance to non – deposit taking NBFC’s with an asset size of Rs. 100 crore or above in order to enable the adoption of best practices and greater transparency in their operations. In view of the above RBI Guidelines, the Company lays down the following set of guidelines / corporate governance practices to create value for the stakeholders viz. the shareholders, employees, customers, society at large etc

(a) The affairs of the Company shall be conducted with integrity, fairness, accountability and transparency. All commitments in its dealings with stakeholders and regulatory authorities shall be met.

(b) Composition of Board of Directors : The Board of Directors of the Company shall shall have an optimum mix of executive and non-executive directors with the right element of independence on the Board.

(c) Constitution of various Committees : With the objective of attaining accountability, transparency and fairness, following Committees shall be specifically constituted by the Board for the below mentioned purposes to act in accordance with terms of reference specified by the Board:

(i) Audit Committee of the Board to review the company's financial management policies, adequacy of internal control systems and internal audit system, review the annual financial statements with the Management and Auditors, review of the risk management policies, procedures and risk reporting mechanisms, parameters of trading, counterparty/ instrument –wise exposure limits, compliance with the approved / statutory risk polices, procedures, parameters or other risk related matters. The Audit Committee shall comprise of minimum three directors of which majority shall be non-executive directors.


(ii) Asset Liability Management Committee (ALCO) & Risk Management Committee to attend all issues relating to Asset Liability Management, ensuring adherence to the Risk Management Polices approved by the Board / Committees of the Board; drafting of Risk Management Policies on risks associated with the Company’s business for approval of the Board etc.

(iii) Management Committee help the Managing Director in decision making by acting as a co-ordination committee of the various departments of the Company. It would deliberate on any matter which has a bearing on the Company’s operations and would function as a forum to elicit inputs from all the departmental heads and keep all the departmental heads aware of issues.

(iv) Primary Market Committee would decide on the issues relating to Annual Bidding Commitments as a Primary Dealer, to be submitted to RBI at the beginning of each year, the underwriting bids at the time of each auction, the bidding at the auction / issue of government securities (G-Sec.) and Treasury Bills (T-Bills),

(vi) Equity Market Committee to review the Equity Portfolio in Cash, F&O and Equity Linked Mutual Fund, the Investment in IPOs /FPOs and the Equity- Linked Mutual Funds and decide on the appropriate trading strategies

(vii) Nomination Committee to ensure the ‘fit and proper’ status of proposed or existing Directors

(d) Periodicity of the Meetings of Board and Committees: The Board and the Audit Committee shall meet atleast, four times at quarterly intervals and more frequently, if deemed necessary to conduct its business.The ALCO & Risk Management Committee and the Equity Market Committee would met once in a fortnight. The Management Committee would meet once in a month and the Primary Market Committee would meet as when auction is conducted by RBI.

(e) Periodic reporting to Board / Committee thereof: The Company shall place before the Board at quarterly intervals, a report on Review of Business, Internal Audit reports, Risk Review Reports etc. The Company shall also place at regular intervals a Statutory Compliance Certificate in regard to the compliance of the various laws as applicable to the Company.

(f) Connected Lending Relationships: The Company shall comply with the RBI Instructions on lending to Directors, their relatives or Directors of other Companies and their relatives and other entities.