CORPORATE GOVERNANCE

GUIDELINES ON CORPORATE GOVERNANCE

(As approved in the Board meeting dated 30th July,2018 and reviewed in the board meeting dated 11th March, 2024, and further review by the board on 14th April 2025) 

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Seyad Shariat Finance Limited’s (SSFL) philosophy on corporate governance envisages adherence to the highest levels of commitment, integrity, transparency, accountability and fairness, in all areas of its business and in all interactions with its stakeholders.

BOARD OF DIRECTORS

The Board of Directors along with its Committees shall provide leadership and guidance to the Company’s management and direct, supervise and control the performance of the Company. As per the Company’s Articles of Association, the Board of Directors will comprise of a minimum of 3 directors and maximum of 12 Directors. A member of the Board shall be selected after the Nomination and Remuneration committee (NRC) finds him/her ‘Fit and Proper’ to hold the position of Director of the company as per the ‘Fit and Proper Criteria’ policy of the company. All the Directors shall make the necessary annual disclosure regarding their directorships and shall intimate changes as and when they take place. The Board shall review various policies and compliance culture of the company and give suitable directions in line with any modification, amendment or supplementation to RBI or Companies Act regulations.

BOARD MEETINGS

Meetings of the Board of Directors shall be held at least four times a year, with a maximum time-gap of 120 days between any two consecutive meetings. The minimum information to be statutorily made available to the Board shall be furnished to the Directors. The Chairman of the company shall preside all the meetings of the board and if for any reason the chairman is unable to attend the meeting, The Managing Director of the company shall preside over the meeting.

COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board shall constitute a set of Committees with specific terms of reference / scope. The Committees shall perform the role assigned to them as per their Charter / terms of reference. The minutes of the meetings of all Committees of the Board shall be placed before the Board for discussions / noting.

The Board of Directors has set up the following committees with specific terms of reference as approved by the Board:

  1. Audit Committee
  1. Asset Liability Committee
  1. Nomination& Remuneration Committee
  1. Risk Management Committee
  1. Investment Committee
  2. Loan Sanction and Review Committee
  3. IT Strategy Committee
  4. IT Steering Committee
  5. Compromise Settlements and Technical Write-Offs
  6. Special Committee for monitoring and follow-up of cases of frauds.
  7. Willful Defaulters Identification Committee
  8. Willful Defaulters Review Committee

 

The Committee shall function as per the terms of reference fixed by the Board.

 

INDEPENDENT DIRECTOR

The Board shall have a Independent Director who in the opinion of the Board, is a person of integrity and possess relevant expertise and experience. He / She shall carry out the duties and responsibilities as laid down in the Schedule IV of the Companies Act, 2013.

 

GOVERNANCE BY SENIOR MANAGEMENT 

A senior management is the core management team of the company excluding the Board of Directors. The Senior Management shall assist the Executive Director in the day-to-day operations of the company. Also, the senior management shall provide the Board/Committees timely and sufficient information about the company’s operations, financial conditions, performance versus plans, Statutory and regulatory compliance, market development and trend, which may have a significant bearing on the companies’ operations and financial conditions.

 

CHIEF COMPLIANCE OFFICER 

The Chief Compliance Officer of the company shall be the head of the compliance function of the company and Nodal point of contact between the company and regulator.

 

CHIEF RISK OFFICER 

The Chief Risk Officer of the company shall have the overall responsibility for the company’s Risk Management Function.

 

COMPANY SECRETARY 

The Company Secretary shall be responsible for compliance with the applicable provisions of The Companies Act, 2013 and the rules there under.

 

APPOINTMENT OF STATUTORY AUDITOR 

As per Reserve Bank of India Directions, the company shall appoint one audit firm for a continuous period of three years subject to the firms satisfying the eligibility norms each year.  The company shall rotate the partner/s of the Chartered Accountant firm conducting the audit, every three years so that same partner does not conduct audit of the company continuously for more than a period of three years. However, the partner so rotated will be eligible for conducting the audit of the company after an interval of three years.

 

FAIR PRACTICE CODE           

Pursuant to guidelines on Fair Practices Code issued by Reserve Bank of India, the company has adopted a policy on Fair Practices code, which is placed on the website of the company and also a regular review on the implementation of the same is monitored by the Board of Director.

 

DISCLOSURE AND TRANSPERNCY

(1) All Applicable NBFCs shall put up to the Board of Directors, at regular intervals, as may be prescribed by the Board in this regard, the following:

  1. the progress made in putting in place a progressive risk management system and risk management policy and strategy followed by the NBFC;
  2. conformity with corporate governance standards viz., in composition of various committees, their role and functions, periodicity of the meetings and compliance with coverage and review functions, etc.

(2) All Applicable NBFCs shall also disclose the following in their Annual Financial Statements, with effect from March 31, 2015:

  1. registration/ license/ authorization, by whatever name called, obtained from other financial sector regulators;
  2. ratings assigned by credit rating agencies and migration of ratings during the year;

iii. penalties, if any, levied by any regulator;

  1. information namely, area, country of operation and joint venture partners with regard to Joint ventures and overseas subsidiaries and
  2. Asset-Liability profile, extent of financing of parent company products, NPAs and movement of NPAs