Policies
Kinara Capital Private Limited (Formerly Known as Visage Holdings and Finance Private Ltd) (the “Company” / “KCPL”) is a NBFC-NDSI (Non-Banking Financial Company- Non-Deposit Taking- Systemically Important) registered with Reserve Bank of India. The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of Corporate Governance (“CG”) through transparency in business ethics, accountability to its customers, government, and other stakeholders. The Company's activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them and adopt the best practices.
Corporate Governance means the system of rules, practices and processes by which a company is administered and controlled. It involves balancing the interests of the various stakeholders of the company including shareholders, employees, customers and the community within which it operates. These corporate governance guidelines will help the Company in attaining its objectives/goals, since it encompasses every sphere of operations, management, action plans, internal controls and regulatory disclosure.
The Company ensures good governance through the implementation of effective policies and procedures, which is mandated and regularly reviewed by the Board or the committees of the members of the Board. The Policy on CG will be reviewed on an annual basis or as and when deem necessary by the Board in the context of changing regulation and emerging best practices with a view to enhancing the Company’s governance.
In pursuant to Regulation 72 of the RBI’s Master Circular on “Non -Banking Financial Company- Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016”, the Company has framed the following internal Guidelines on Corporate Governance.
The Board shall have an optimum combination of Executive, Non-executive and Independent Directors in line with the requirements of the provisions of the Companies Act, 2013 and other Applicable Laws and the Articles of Association of the Company.
The current Board of KCPL comprises of 12 (Twelve) Directors, including 3 (Three) Independent Directors, 2 (Two) Executive Directors and 7 (Seven) Non-Executive Directors/Nominee Directors.
The board of directors shall meet at least four times a year, with a maximum time gap of one Hundred and twenty days between any two meetings and a separate Independent Directors meeting shall be conducted at least once a year.
The Board shall be responsible for overall compliance with the Corporate Governance of the Company and oversee the business affairs including responsibility for the Company’s business strategy and financial soundness, key personnel decisions, internal organization and governance structure and practices, Risk Management and compliance obligations and in doing so, the Board must act honestly, in good faith and in the best interests of the Company. The Board should ensure that the Company’s organizational structure enables the Board and “SMP” shall mean Senior Managerial Personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the Department Heads reporting to KMPs. to carry out their responsibilities and facilitates effective decision making and good governance. This includes clearly laying out the key responsibilities and authorities of the Board itself, of Senior Management and of those responsible for the control functions.
The Board should actively engage in the major matters of the Company and keep up with material changes in the Company’s business and the external environment as well as act in a timely manner to protect the long- term interests of the Company.
In accordance with the provisions of Section 166 of the Companies Act, 2013 and as a matter of corporate governance, the directors of the Company have the following duties: -
In addition to the above duties an independent director shall be subject to following professional conduct: An independent director shall:
In compliance with the applicable provisions of the Act, RBI guidelines on Corporate Governance and in order to meet business exigencies, the Company has constituted its Board committees.
The Company has in place the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and RBI guidelines on Corporate Governance. The Audit Committee shall have the powers and duties conferred upon it in compliance with RBI guidelines and the provisions of Section 177 of the Act.
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Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee. |
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Terms of reference | The Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia, include:
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The Company has constituted a ‘Nomination and Remuneration Committee’ in compliance with the provisions of Section 178 of the Companies Act, 2013 and the same is in conformity with the RBI guidelines issued in this regard from time to time. The Nomination and Remuneration Committee shall have the powers and duties conferred upon it in compliance with the provisions of Section 178 of the Act, RBI guidelines and such other duties, obligations and powers as may be prescribed by the Board of the Company from time to time.
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Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee. |
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Terms of reference | The Nomination and Remuneration Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia, include
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The Company has in place a Risk Management Committee constituted in accordance with the RBI guidelines in this regard. The Risk Management Committee is responsible for managing, inter alia the integrated risk which includes liquidity risk, interest rate risk, currency risk and such other functions as may be assigned to it by the Board of the Company. Further, the Risk Management Committee shall ensure that progressive risk management system and risk management policy and strategy followed by the Company are put in place.
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Composition | The Risk Management Committee shall consist of a minimum of three directors. |
Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee. |
Meetings and Quorum | The Committee shall on quarterly basis to review and monitor the risk associated with business of the Company. The quorum shall be at least two Directors. |
Terms of reference | The Risk Management Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia, include:
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The Company has in place the Asset-Liability Management Committee (“ALCO”) constituted in accordance with the RBI guidelines. The ALCO is sub-committee of Risk Management Committee. The ALCO's primary goal is to evaluate, monitor and approve practices relating to risk due to imbalances in the capital structure. The Company has a Board approved Asset Liability Management Policy in place and required disclosures to the effect are made from time to time.
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Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee |
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The Company has in place the IT Strategy Committee constituted in accordance with the RBI guidelines. The IT Strategy Committee’s primary goal is to approve IT Strategy and policy documents ensuring that the management has put an effective strategic planning process.
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Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee |
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The Company has in place the IT Steering Committee constituted in accordance with the RBI guidelines. The IT Strategy Committee’s primary goal is to determine whether IT processes are aligned with business requirements, implement and monitor the decisions and strategies undertaken by the IT Strategy Committee/Board of the Directors of the Company.
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Meetings | The Committee shall meet at least on a quarterly basis. |
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The Company has in place the Finance Committee vested with the powers for smooth functioning of day to day activities and ease of operation.
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Composition | The Finance Committee shall consist of a minimum of Two Directors. |
Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee |
Meetings and Quorum | The Committee shall meet as when necessary and the Quorum for the meeting is Two Directors |
Terms of reference | The Borrowing Committee shall act in accordance with the terms of reference specified in writing by the Board which shall inter alia, include:
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The Company has in place the CSR Committee which recommends the CSR activities to the Board and monitors CSR activities of the Company in accordance with the provisions of Section 135 of Companies Act, 2013.
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Secretary | The Company Secretary of the Company shall act as the Secretary to the Committee |
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The Company has adopted a Policy on Fit & Proper Criteria of Directors. This policy defines internal supervisory process of due diligence to determine the appropriateness of the persons for their appointment/continuing to hold appointment as Director on the Board of the Company. The Policy, in line with the RBI guidelines, also provides for obtaining a Fit & Proper declaration from the Director proposed to be appointed and annually from all the Directors on continuing basis as on March 31.
The Company shall furnish to RBI a quarterly statement on change of directors, and a certificate from the Managing Director that fit and proper criteria in selection of the directors has been followed within 15 days of the close of the respective quarter. The statement to be submitted by the Company for the quarter ending March 31, shall be certified by the auditors.
The Company has framed and adopted policies as per regulatory requirements and as approved by the Board of the Company which forms part and parcel of the overall corporate governance framework of the Company
Additional disclosures shall be made in the annual financial statements in terms of the RBI Directions:
The Company shall, in addition to the existing regulatory disclosures, disclose the following in their Annual Financial Statements:
Any other disclosure as required under regulatory/statutory requirement.
The appointment and rotation of Statutory Auditors shall be as per the RBI Guidelines issued from time to time and Policy on Appointment of Statutory Auditors adopted by the Company and as may be amended from time to time.
The Reserve Bank of India (RBI). through its circular regarding Scale Based Regulation (SBR)- A Revised Regulatory Framework for NBFCs dated October 22, 2021 and Compliance Function and Role of Chief Compliance Officer dated April 11, 2022 has mandated appointment of Chief Compliance Officer (CCO) in NBFC-ML. The CCO is required to function independently with specified roles and responsibilities and to ensure highest standards of compliance.
The Board of Directors at its Meeting held on July 25, 2023, appointed Chief Compliance Officer of the Company. The roles and responsibilities of CCO are defined in the Compliance Policy."
The policy will be approved by the Board and hosted on the official website of the Company.
The Policy will be reviewed on an annual basis or as and when deem necessary by the Board in the context of changing regulation and guidelines.