Prospectus and Other Documents

The scope of the Audit Committee includes the references made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as and applicable provisions of Companies Act, 2013.

The Audit Committee Comprises As Under
Terms of Reference of Audit Committee
  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:
    1. 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;
    2. Changes, if any, in accounting policies and practices and reasons for the same;
    3. Major accounting entries involving estimates based on the exercise of judgment by management;
    4. Significant adjustments made in the financial statements arising out of audit findings;
    5. Compliance with listing and other legal requirements relating to financial statements;
    6. Disclosure of any related party transactions;
    7. 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. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
  8. Approval or any subsequent modification of transactions of the Company with related parties;
  9. Scrutiny of inter-corporate loans and investments;
  10. Valuation of undertakings or assets of the company, 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 or internal control systems or 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 CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) 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 company in its subsidiaries exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing.
  22. Reviewing the following information:
    1. Management discussion and analysis of financial condition and results of operations;
    2. Management letters/letters of internal control weaknesses issued by the statutory auditors;
    3. Internal audit reports relating to internal control weaknesses; and
    4. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
    5. statement of deviations:
      1. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
      2. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7)
  23. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
  24. Responsibility under Risk Based Internal Audit pursuant to RBI Circular dated February 03, 2021:
    1. Primarily responsible for overseeing IA function
    2. Approve RBIA Policy defining purpose, authority & responsibility with demarcating roles & responsibilities for IA & Risk Management function
    3. Approve RBIA plan ensuring coverage of all risks with defined time lines
    4. Review of Audit Function atleast annually
    5. Promote use of new audit technologies / tools
    6. Periodic review of RBIA policy
    7. Developing effective audit function for providing quality assurance on the internal control mechanism.
    8. Understanding the risk assessment methodology and approving the audit plan
    9. Ensuring the adequate audit coverage to monitor compliance with policies and procedures.
    10. Approving the audit charter
    11. Receiving the audit reports and deliberating on action plans to enhance the internal control environment.
    12. Discussing status of (key) open issues from the previous audits and remediation action steps taken by the management.
    13. Assessing the performance of IAF. The AC should also periodically assess the performance of risk based internal audits for its reliability, accuracy and objectivity.
    14. Review the findings identified in the RBI Inspection report and other regulatory inspections (SEBI/Audit/Exchange Audit) and follow up on corrective actions.
    15. Review the key findings in the monthly Concurrent Audit Reports.
    16. Review the key audit findings with the entity Audit Committees; analyse potential impact and remediation plans.
    17. To formulate and maintain a quality assurance and improvement programme that covers all aspects of the internal audit function.

The scope of the Nomination & Remuneration Committee includes the references made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as and applicable provisions of Companies Act, 2013.

The Nomination & Remuneration Comprises As Under
Terms of Reference of Nomination & Remuneration Committee
  1. Succession planning of the Board of Directors and Senior Management Employees;
  2. Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;
  3. Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
  4. Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
  5. Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, it also ensures that the relationship of remuneration to performance is clear, that the performance meets the appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay, reflecting the short- term and long- term objectives of the Company;
  6. Devising a policy on diversity of board of directors;
  7. Administer, monitor and formulate detailed terms and conditions of the employees’ stock option scheme;
  8. Recommend to the Board, all remuneration, in whatever form, payable to senior management.
  9. Ensure 'fit and proper' status of proposed/ existing directors as per RBI guidelines.
  10. 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, at the time of every appointment of independent director. For the purpose of identifying suitable candidates:
    1. may use the services of an external agencies, if required;
    2. may consider candidates from a wide range of backgrounds, having due regard to diversity; and
    3. may consider the time commitments of the candidates.

In compliance with the provision of section 178 of the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the Board has renamed the existing “Share Transfer and Investor Grievance Committee” as the “Stakeholders’ Relationship Committee”.

The Stakeholders Relationship Committee comprises as under:
Terms of Reference of Stakeholders Relationship Committee
  1. Approval of transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
  2. Approval to issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
  3. Approval to issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
  4. Approval to issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
  5. To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
  6. Monitoring expeditious redressal of investors / stakeholders grievances;
  7. Review of measures taken for effective exercise of voting rights by shareholders
  8. 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.
  9. 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.
  10. All other matters incidental or related to shares, debentures and other securities of the Company.

In terms of Section 135 of the Companies Act, 2013 rules made there under, the Corporate Social Resposilibilty (CSR) Committee of the Board of Directors of the company was constituted on March 29, 2014.

The Corporate Social Responsibility (CSR) Committee comprises as under:
Terms of Reference of Corporate Social Responsibility Committee (CSR)

A To review the existing CSR Policy indicating activities to be undertaken as specified in Schedule VII of the Companies Act, 2013. The CSR policy of the company may be accessed on the website on the company at the link http://www.indiainfoline.com/aboutus/iifl-csr-policy To provide guidance on various CSR activities and to monitor the same.

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted a Risk Management Committee on October 21, 2014 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:
Terms of Reference of Risk Management Committee
  1. Reviewing risks including cyber security and evaluating the treatment including initiating mitigation actions;
  2. To monitor and review the overall risk management plan of the Company including liquidity risk;
  3. To ensure there is an embedded, robust process in place throughout the Company to identify, assess, mitigate and report business risks with clear lines of ownership;
  4. To drive and co-ordinate risk management process covering all areas of risk (including operational, strategic, financial, commercial, regulatory, reputational etc);
  5. To ensure that the business risk strategy and management processes comply with applicable regulatory requirements and corporate governance principles;
  6. To ensure that the business risk management principles and processes are widely understood across the Company through adequate induction, training and awareness programmes;
  7. To periodically monitor and review Company’s key business risks and risk mitigation plans, and advise the Board of business risks which could materially impact Company’s delivery of its business plans, strategy, and reputation, if left untreated;
  8. To monitor external developments in the business environment which may have an adverse impact on Company’s risk profile, and make recommendations, as appropriate;
  9. To sponsor specialist reviews of key risk areas as appropriate;
  10. To report to the Board on key risks, risk management performance and the effectiveness of internal controls;
  11. To constitute operating risk management committee and delegate such powers to it as may be deemed necessary;
  12. To formulate a detailed risk management policy which shall include:
    1. A framework for identification of internal and external risks specifically faced by the company, 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.
    2. Measures for risk mitigation including systems and processes for internal control of identified risks.
    3. Business continuity plan.
  13. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
  14. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
  15. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
  16. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
  17. To review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).
  18. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it required.
  19. Any other matter as may be mandated/referred by the Authority/Board.
The Asset Liability Management Committee comprises as under:
Terms of Reference of Asset Liability Management Committee (ALCO):
  1. Ensuring adherence to the limits set by the Board as well as for deciding the business strategy of the Company (on the assets and liabilities sides) in line with the Company’s budget and decided risk management objectives;
  2. Prepare forecasts (simulations) showing the effects of various possible changes in market conditions related to the balance sheet and recommend the action needed to adhere to Company’s internal limits;
  3. Ensure that the Company operates within the limits / parameters set by the Board;
  4. ALCO would also articulate the current interest rate view of the Company and base its decisions for future business strategy on this view;
  5. Measuring and managing liquidity needs and ensure Company’s ability to meet its liabilities as they become due, liquidity management can reduce probability of an adverse situation developing;
  6. Present to the Board statement of assets and liabilities;
  7. Update Board on various assets and securitisation of mortgage loans & gold loans;
  8. Recommending Board about the viable source of finance to cater fund requirements of the Company.
  9. Any other matter as may be mandated/referred by the Authority/Board.

The IT Strategy Committee comprises as under:

  1. Approving IT strategy and policy documents and ensuring that the management has put an effective strategic planning process in place;
  2. Ascertaining that management has implemented processes and practices that ensure that the IT delivers value to the business;
  3. Ensuring IT investments represent a balance of risks and benefits and that budgets are acceptable;
  4. Monitoring the method that management uses to determine the IT resources needed to achieve strategic goals and provide high-level direction for sourcing and use of IT resources;
  5. Ensuring proper balance of IT investments for sustaining NBFC’s growth and becoming aware about exposure towards IT risks and controls.
  6. Instituting an appropriate governance mechanism for outsourced processes, comprising of risk based policies and procedures, to effectively identify, measure, monitor and control risks associated with outsourcing in an end to end manner;
  7. Defining approval authorities for outsourcing depending on nature of risks and materiality of outsourcing;
  8. Developing sound and responsive outsourcing risk management policies and procedures commensurate with the nature, scope, and complexity of outsourcing arrangements;
  9. Undertaking a periodic review of outsourcing strategies and all existing material outsourcing arrangements;
  10. Evaluating the risks and materiality of all prospective outsourcing based on the framework developed by the Board;
  11. Periodically reviewing the effectiveness of policies and procedures;
  12. Communicating significant risks in outsourcing to the NBFC’s Board on a periodic basis;
  13. Ensuring an independent review and audit in accordance with approved policies and procedures;
  14. Ensuring that contingency plans have been developed and tested adequately;
  15. Ensuring that the business continuity preparedness is not adversely compromised on account of outsourcing.
  16. To work in partnership with other Board committees and Senior Management to provide input to them. It will also carry out review and amend the IT strategies in line with the corporate strategies, Board Policy reviews, cyber security arrangements and any other matter related to IT Governance.
  17. Any other matter as may be mandated/referred by the Authority/Board.

Further Information

The members of the audit committee are:
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act 2013 ['CA'] and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ['Listing Regulations'] and its terms of reference are as follows:
  1. Oversight of our 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, re-appointment and replacement, remuneration and terms of appointment of auditors of our 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:
    1. 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 CA 2013;
    2. Changes, if any, in accounting policies and practices and reasons for the same;
    3. Major accounting entries involving estimates based on the exercise of judgment by management;
    4. Significant adjustments made in the financial statements arising out of audit findings;
    5. Compliance with listing and other legal requirements relating to financial statements;
    6. Disclosure of any related party transactions; and
    7. Qualifications/ modified opinions in the draft audit report.
  5. Reviewing, the quarterly financial statements with the management 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. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
  8. Approval or any subsequent modification of transactions of our Company with related parties;
  9. Scrutiny of inter-corporate loans and investments;
  10. Valuation of undertakings or assets of our Company, wherever it is necessary;
  11. Evaluation of internal financial controls and risk management systems;
  12. Monitoring the end use of funds raised through public offers and related matters, if any;
  13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  14. 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;
  15. Discussion with internal auditors of any significant findings and follow up there on;
  16. 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;
  17. Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  18. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;
  19. 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;
  20. To establish and review the functioning of the whistle blower mechanism;
  21. Approval of appointment of the chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
  22. Related Party Transactions:
    1. all related party transactions shall require prior approval of the Audit Committee.
    2. the Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to the following conditions, namely:
      the criteria for granting the omnibus approval shall be specified which shall be in line with the Company’s policy on related party transactions and such approval shall be the based on the factors namely repetitiveness of the transactions (in past or in future) and the justification for the need of omnibus approval;
      the Audit Committee shall satisfy itself on the need for omnibus approval for transactions of repetitive nature and that such approval is in the interest of the Company;
      such omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.
    3. the omnibus approval shall specify:
      the name(s) of the related party, nature of transaction, period of transaction, maximum value of transactions that shall be entered into and the value of transactions, in aggregate, which can be allowed under the omnibus route in a year;
      the extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;
      the indicative base price or current contracted price and the formula for variation in the price if any;
      such other conditions as the Audit Committee may deem fit.
      Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 crore per transaction;
    4. the Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;
    5. such omnibus approvals shall be valid for a period not exceeding one (1) financial year and shall require fresh approvals after the expiry of such financial year;
    6. however such prior and omnibus approval shall not be required in case of the transactions entered into between the company and its wholly owned subsidiary/ subsidiaries whose accounts are consolidated with the company and placed before the shareholders at the general meeting for approval.
  23. Review of:
    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 chief internal auditor shall be subject to review by the audit committee;
    6. statement of deviations including:
      quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations;
    7. The utilization of loans and/or advances from/investment by the holding company in the subsidiary > Rs. 100 crore or 10% of asset size of the subsidiary, whichever is lower, including existing loans / advances / investments and all other terms of reference of the committee shall remain unchanged.
  24. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
  25. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the CA 2013 or the Listing Regulations or by any other regulatory authority.
The members of the nomination and remuneration committee are:

The scope and function of the nomination and Remuneration committee is in accordance with Section 178 of the Companies Act 2013 ['CA 2013'] and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ['Listing Regulations'] and its terms of reference are as follows.

  1. Formulation of criteria for evaluation of performance of independent directors and the board of directors.
  2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and while formulating this policy ensure that:
    Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
    Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
    Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of our Company and its goals and ensure that the policy is disclosed in the Board's report.
  3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director‘s performance;
  4. 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;
  5. Devising a policy on diversity of the board of directors.
The members of the stakeholder’s relationship committee are:

The stakeholders relationship committee was constituted by a resolution of our Board dated May 08, 2019. The scope and function of the stakeholders relationship committee is in accordance with Section 178 of the Companies Act 2013 ['CA 2013'] and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ['Listing Regulations']. The terms of reference of the stakeholder’s relationship committee are as follows:

  1. To consider and resolve stakeholders and investors grievances;
  2. It shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends;
  3. To approve allotment of shares, debentures and other securities as per the authority conferred to the Stakeholders Relationship Committee by the Board of Directors, from time to time;
  4. To approve/ authorize the officers of the Company to approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name/address etc. in respect of shares, debentures and securities received by the Company;
  5. To review or address the complaints received by the Company from investors, SEBI, the Stock Exchanges, Ministry of Corporate Affairs, etc. and the action taken for redressal of the same and to suggest resolution of long pending complaints;
  6. To approve and ratify the action taken by the authorized officers of the Company in compliance investors for issues of duplicate/replacement/consolidation/sub-division and other purposes for the shares, debentures and securities of the Company;
  7. To monitor and expedite the status and process of dematerialsation and dematerialization of shares, debentures and securities of the Company;
  8. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the secretarial department of the Company, from time to time, for issuance of share certificates, debenture certificates, allotment letters, warrants, pay orders, cheques and other related stationary;
  9. To review the status of unpaid dividend, interest and undelivered share certificates and measures taken by the Company to resolve or reduce them;
  10. To ensure compliance of transfer of unpaid dividend and shares to investor education and protection fund on or before due date;
  11. To monitor the progress of release of unpaid dividend and process of dissemination of these records in accordance with the prescribed guidelines, rules and regulations;
  12. To review the results of any investigation or audit conducted by any statutory authority;
  13. Review the effectiveness of the system for monitoring compliance with laws and regulations;
  14. Review the mechanism of handling investor’s complaints and the status of any pending complaints which remain unresolved or unattended;

Any significant or important matters affecting the interest of the Company.

The members of the Corporate Social Responsibility Committee are:
Broad terms of reference of the Corporate Social Responsibility Committee (CSR)

The terms of reference of Corporate Social Responsibility Committee (CSR) is mentioned below:

  1. Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act. The CSR policy of the Company may be accessed on the website of the Company i.e. https://www.indiainfoline.com/
  2. Making recommendation on the amount of the expenditure to be incurred on CSR activities;
  3. Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by the Company ; and
  4. Such other functions as may be entrusted to it by the Board of Directors, from time to time.
The members of the Risk Management Committee are:
Broad terms of reference of the Risk Management committee

The terms of reference of the Risk Management committee is mentioned below:

  1. Reviewing risks including cyber security and evaluating the treatment including initiating mitigation actions;
  2. To monitor and review the risk management plan of the Company and its regulated subsidiaries.
  3. To oversee risk management process, systems and measures implemented to mitigate the same.
  4. Assessing the risk profile of the Company and key areas of risk in particular;
  5. Any other matter as may be mandated/referred by the Authority/Board.

The members of the Finance Committee are:

Broad terms of reference of the Finance Committee:

The broad terms of reference of the Finance Committee are as under:

  1. To borrow funds for and on behalf of the Company up to the maximum amount as determined by the Board of Directors of the Company from time to time.
  2. To invest funds of the Company from time to time in equity shares, preference shares, debt securities, bonds, whether listed or unlisted, secured or unsecured, fixed deposits, units of mutual fund, security receipts, securities, etc. taking into consideration all investment parameters up to the maximum amount as determined by the Board of Directors of the Company from time to time and also to enter into any agreements including but not limited to enter into Share Purchase Agreement, Share Subscription Agreement, Shareholders Agreement etc. as may be required to give effect to such transaction;
  3. To allot securities of the Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;
  4. To borrow funds for meeting the short term requirements of funds of the Company by issuing Commercial Paper including redemption and buyback of Commercial Paper and also to list the same as per the SEBI Regulations.
  5. To avail intraday facilities from Banks/Financial Institution upto Rs. 3000 Crores (Rupees Three Thousand Crores.)
  6. To offer assurances on behalf of Subsidiaries, in the form of guarantee, security, undertakings, letters (including without limitation, letter of comfort), deeds, declarations or any other instruments in connection with loan availed by them from Bank, Financial Institution, Non-Banking Financial Companies, other body corporates, etc. upto such limit, if applicable, as delegated/decided by the Board from time to time;
  7. Powers relating to issuance and allotment of Debentures:
    • To determine terms and conditions and number of debentures to be issued.
    • Determining timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of over subscription, if any and early redemption thereof.
    • To approve and make changes to the Draft Prospectus, to approve the Final Prospectus, including any corrigendum, amendments supplements thereto, and the issue thereof.
    • To approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilisation of the issue proceeds, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient, extension of issue and/or early closure of the issue.
  8. Any other matter as may be referred.

Further Information

Further Information

The Audit Committee Comprises As Under
The Nomination & Remuneration Committee Comprises As Under:
Risk Management Committee Comprises As Under:
CSR Committee Comprises As Under:

Further Information