Bharuwa Financial Services Private Limited (hereinafter referred to as the (‘’BFSPL”) is committed to conducting business under the direction and supervision of Board and as per its mission and vision and through the procedures and policies mandated by the Board. It’s business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and ethical conduct.
The BFSPL shall ensure good governance and fair practice by framing effective policies and procedures, following regulatory guidelines and compliances which is mandated and regularly reviewed by the Board or the committees of the members of the Board.
The Board of the Company Consist of 4 Directors Who are well experienced in the line of business, and 2 directors are Ex Senior Banker having sufficient experience in Credit Management, Recovery, Policy framework.
The board is responsible for overseeing the company's management and representing the interests of Stakeholders. It shall consist of executive and non-executive directors, with independent directors providing an objective perspective.
The board shall be responsible for providing
strategic guidance and oversight of the company's direction involving company's mission,
vision, and strategic goals. Identifying and assessing the risks faced by
the company. It oversees the development and implementation of risk management policies and
practices.
Monitors the company's financial
performance, including approving budgets, financial statements, and major financial
decisions. It ensures the integrity of financial reporting. Ensuring that the company complies with
relevant laws and regulations. This includes overseeing the development of a legal and
ethical framework for the company's activities. The board's overall responsibility is to act
in the best interests of the company and its shareholders, providing leadership and
strategic direction while ensuring ethical conduct and long-term sustainability. The following Committees shall be constituted for proper functioning and supervision of the Company.
The committee reviews and discusses the company's risk management policies and practices, particularly those related to financial reporting and internal controls. It ensures that the company has processes in place to identify, assess and manage key risks.
The Audit Committee is a crucial component of the board of directors in a company, and its primary role is to provide oversight of the financial reporting process, internal controls, and the external audit function.
The Audit Committee shall be responsible for reviewing and overseeing the financial reporting process. This includes ensuring that financial statements are accurate, complete, and comply with accounting standards and regulatory requirements.
The Audit Committee's objective is to enhance the integrity of the financial reporting process, ensure compliance with regulations, and maintain the confidence of investors, regulators, and the public in the accuracy and reliability of the company's financial information. Its activities are critical for good corporate governance and contribute to the overall transparency and accountability of the organization.
The Company has in place an ‘Nomination and Remuneration Committee’ under the provisions of Section 178* of the Companies Act, 2013 and in terms of the applicable RBI guidelines issued in this regard from time to time.
*Criteria to determining recommend to board relating to, qualifications, remuneration to the directors, key managerial person.
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, applicable RBI/ SEBI Regulations and such other duties, obligations and powers as may be prescribed by the Board of the Company from time to time.
The Asset-Liability Committee (ALCO) is a key management committee in financial institutions, particularly banks/NBFCs and other organizations dealing with significant asset and liability management activities. Its primary role is to ensure that the company's assets and liabilities are effectively managed to achieve financial objectives and maintain a sound risk profile. ALCO is responsible for formulating and reviewing the institution's overall strategic plan related to asset and liability management. This involves aligning the balance sheet with the organization's long-term goals and risk appetite.
In summary, the Asset-Liability Committee plays a critical role in overseeing the management of a financial institution's balance sheet, ensuring alignment with strategic objectives, and effectively managing risks associated with assets and liabilities. Its decisions have a significant impact on the institution's financial health and overall stability.
The Company shall formulate a policy on grant of loans to directors, senior officers and relatives of directors and to entities where directors or their relatives have major shareholding. The Board approved policy includes a threshold beyond which loans to above mentioned persons shall be reported to the Board. Further, the Company shall disclose in their Annual Financial Statement, aggregate amount of such sanctioned loans and advances as per the Regulatory Guidelines.
The Company shall abide by the Regulatory guidelines for Appointment of Statutory Auditors.
A public notice of at least 30 days shall be given before effecting the sale of, or transfer of the ownership by sale of shares, or transfer of control, whether with or without sale of shares. Such public notice shall be given by the NBFC and also by the other party or jointly by the parties concerned, after obtaining the prior permission of the Reserve Bank.
The public notice shall indicate the intention to sell or transfer ownership/ control, the particulars of transferee and the reasons for such sale or transfer of ownership/control. The notice shall be published in at least one leading national and in one leading local (covering the place of registered office) vernacular newspaper.
BFSPL shall give at least three months’ public notice prior to the date of closure of any of its branches/offices in, at least, one leading national newspaper and a leading local (covering the place of branch/ office) vernacular newspaper indicating therein the purpose and arrangements being made to service the depositors, etc.
NBFCs shall communicate, not later than one month from the occurrence of any change in:
The complete postal address, telephone
number/s and fax number/s of the registered/
corporate office;The names and residential addresses of the
directors of the company; The names and the official designations of
its principal officers; The names and office address of the auditors
of the company; and the specimen signatures of
the officers authorised to sign on behalf of the company to the Regional Office of the
Department of Supervision of the Reserve Bank under whose jurisdiction it is registered.
NBFCs shall ensure that a policy is put in place with the approval of the Board of Directors for ascertaining the ‘Fit and Proper’ criteria of the directors at the time of appointment, and on a continuing basis. The policy on the ‘fit and proper’ criteria shall be on the lines of the guidelines contained in;
Obtain a declaration and undertaking from
the directors giving additional information on the directors. The declaration and
undertaking shall be on the lines of the format given obtain a Deed of Covenant signed by
the directors, which shall be in the format as given in Furnish to the Reserve Bank a quarterly
statement on change of directors, and a certificate from the Managing Director of the NBFC
that ‘fit and proper criteria’ in selection of the directors has been followed
Except for directorship in a subsidiary, Key Managerial Personnel1 shall not hold any office (including directorships) in any other NBFC-ML or NBFC-UL.
Within the permissible limits in terms of Companies Act, 2013, an independent director shall not be on the Board of more than three NBFCs (NBFCs-ML or NBFCs-UL) at the same time. Further, the Board of the NBFC shall ensure that there is no conflict arising out of their independent directors being on the Board of another NBFC at the same time.
In order to address issues arising out of excessive risk taking caused by misaligned compensation packages, NBFCs are required to put in place a Board approved compensation policy. The policy shall at the minimum include
Constitution of a Remuneration Committee.
Principles for fixed/variable pay
structures. Malus/clawback provisions. he Board of BFSPL shall delineate the role of various committees, including Nomination and Remuneration Committee (NRC). Further, NBFCs shall comply with the Regulatory guidelines.
While formulating the compensation policy, it has to be ensured that all statutory mandates and the rules and directions issued under them are fully complied with.
These guidelines shall be for fixing the compensation policy of Key Managerial Personnel and members of senior management of NBFCs under the SBR framework.