5paisa Investor Relation

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:

a) 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;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

• 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;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related party transactions; and
• Qualifications/ modified opinions in the draft audit report.

e) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

f) 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;

g) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of our Company with related parties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of our Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Monitoring the end use of funds raised through public offers and related matters, if any;

m) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

n) 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;

o) Discussion with internal auditors of any significant findings and follow up there on;

p) 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;

q) 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;

r) 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;

s) 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;

t) To establish and review the functioning of the whistle blower mechanism;

u) Approval of appointment of the chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

v) Related Party Transactions:

i) all related party transactions shall require prior approval of the Audit Committee.

ii) 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.

iii) 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;

iv) 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;

v) 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;

vi) 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.

w) Review of:

i) management discussion and analysis of financial condition and results of operations;

ii) statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) internal audit reports relating to internal control weaknesses;

v) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

vi) 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;

x) 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;

y) 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 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.

a) Formulation of criteria for evaluation of performance of independent directors and the board of directors.

b) 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.

c) 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;

d) 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;

e) Devising a policy on diversity of the board of directors.

The scope and function of the Stakeholder Relationship Committee is in accordance with Section 178 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. To consider and resolve stakeholders and investors grievances.

2. To 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 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 dematerialization and rematerialization 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 and undelivered share certificates and measures taken by the Company to resolve or reduce them.

10. To ensure compliance of transfer of unpaid dividend to IEPF 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.

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

The terms of reference of Risk Management Committee shall be as follows:

a) Reviewing risks including cyber security and evaluating the treatment including initiating mitigation actions;

b) To monitor and review the overall risk management plan of the Company including liquidity risk;

c) 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;

d) Laying down the risk tolerance limits and Monitoring risk exposures at periodic intervals;

e) To drive and co-ordinate risk management process covering all areas of risk (including operational, strategic, financial, commercial, regulatory, reputational etc);

f) To ensure that the business risk strategy and management processes comply with applicable regulatory requirements and corporate governance principles;

g) To ensure that the business risk management principles and processes are widely understood across the Company through adequate induction, training and awareness programmes;

h) 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;

i) To monitor external developments in the business environment which may have an adverse impact on Company’s risk profile, and make recommendations, as appropriate;

j) To sponsor specialist reviews of key risk areas as appropriate;

k) To report to the Board on key risks, risk management performance and the effectiveness of internal controls on periodical basis;

l) To constitute operating risk management committee and delegate such powers to it as may be deemed necessary;

m) Any other matter as may be mandated/referred by the Authority/Board.

The Broad Terms of Reference of the CSR Committee are as follows:

a) 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.5paisa.com/investor-relations.

b) Making recommendation on the amount of the expenditure to be incurred on CSR activities;

c) Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by the Company; and

d) Such other functions as may be entrusted to it by the Board of Directors, from time to time.

The Broad Terms of Reference of the Finance Committee are as follows:

a) 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.

b) 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 Agreements etc. as may be required to give effect to such transaction;

c) To allot securities of the Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;

d) 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.

e) To avail intraday facilities from Banks/Financial Institution upto Rs. 3000 Crore (Rupees three thousand Crore).

f) 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;

g) 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 oversubscription, 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 utilization 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.

h) Other Routine Matters.

The Broad Terms of Reference of the ESG Committee are as follows:

a) To Provide guidance and approve the ESG strategy and roadmap;

b) To Review unified disclosures on ESG performance;

c) To Monitor progress of ESG initiatives and their impact.

The Broad Terms of Reference of the ID Committee are as follows:

a) To review the performance of Non‐Independent Directors, the Chairman and the Board as a whole and bring an objective view in the evaluation of Board and the management;

b) To assess the Quality, Quantity and Timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

c) To deliberate on improving corporate credibility and governance standards and help in managing risk.

d) To bring an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointment and standards of conduct.

e) Any other matter as may be deemed fit by the Independent Directors.

The Broad Terms of Reference of the IT Committee are as follows:

a) Ensure that the organization has put an effective IT strategic planning process in place.

b) Guide in preparation of IT Strategy, containing over-all strategy of the organization vis-à-vis adoption of IT, and ensure that the IT Strategy aligns with the overall strategy of the organization towards accomplishment of its business objectives.

c) Ensure that the IT Governance and Information Security Governance structure fosters accountability, effectiveness & efficiency with well-defined objectives and unambiguous responsibilities for each level in the organization.

d) Ensure putting in place processes for assessing and managing IT risks, including cyber security risks.

e) Ensure that the budgetary allocations for the IT function (including for IT security) are commensurate with the organization’s IT maturity, digital depth, threat environment and industry standards and are utilised in a manner intended for meeting the stated objectives

f) Oversight over the Business Continuity Planning and Disaster Recovery Management of the organization.

The Broad Terms of Reference of the Cyber Security Committee are as follows:

a) Facilitating development of information security policies, implementation of information security policies, standards and procedures to ensure that all identified information security risks are managed within the organization’s risk appetite;

b) Approving and monitoring major information security projects and the status of information security plans and budgets, establishing priorities, approving standards and procedures;

c) Supporting the development and implementation of information security management programme;

d) Reviewing information/ cyber security incidents, various information security assessments, monitoring and mitigation activities across the organization;

e) Reviewing security awareness programmes;

f) Assessing new developments or issues relating to cyber/ information security

g) Reporting to the Board/ Board level Committee on information security activities.