Internal Guidelines On Corporate Governance

Profectus Capital Private Limited (“the Company”) consistently endeavor to adopt the best corporate governance practices and maintain high standards of corporate governance. The Company believes in satisfying the law in true letter and spirit; going beyond law in upholding Corporate Governance standards.

The Board of Directors of the Company have adopted the Internal Guidelines on Corporate Governance as required Master Direction – Non-Banking Financial Company – Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) on September 01, 2016 at its meeting held on 22nd June 2020.

1. BOARD OF DIRECTORS

A Board of Directors (“the Board”) is a recognised set of individuals, who have been elected to represent the shareholders. The primary responsibility of the Board is to provide effective governance over the Company’s affairs for the benefit of its shareholders and to balance the interests of its diverse constituencies, including its customers, employees, suppliers, and local communities. The Board of Directors are expected to exercise reasonable care, skill, and diligence and avoid conflict of interest while dealing with the Company.

The Board of Directors of the Company comprises of 5 directors including 1 (One) Executive Director, 3 (Three) Non- Executive Director and 1 (One) Non-Executive Independent Director.

2. BOARD MEETINGS

The Board shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings as provided under the Companies Act, 2013. The minimum information to be statutorily made available to the Board shall be furnished to the Directors.

3. BOARD COMMITTEES

The Board of Directors of the Company, pursuant to the applicable provisions of the Companies Act, 2013 and rules made thereunder and various the circular(s), notification(s) and directions issued by the Reserve Bank of India have constituted various Committees with specific terms of reference to focus on specific issues and ensure expedient resolution on diverse matters.

The Board has constituted the following Committees:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Risk Management Committee
4. ALCO Committee
5. IT Strategy Committee
6. Allotment Committee
7. Prevention of Sexual Harassment at Workplace Committee

4. COMPANY POLICIES/ GUIDELINES

The Board of Directors of the Company has formulated various policies/ guidelines as applicable under the provisions of the Companies Act, 2013 and rules made thereunder and various circular(s), notification(s) and directions issued by the Reserve Bank of India for Systemically important NBFC-ND Companies. Each Committees of the Board functions in accordance with respective charters approved by the Board of Directors of the Company.

The Board has adopted the following Policies/ Guidelines:

1. Fair Practice Code
2. KYC & AML Policy
3. Investment Policy
4. Borrowing Policy
5. IT Policy & IT Strategy
6. Information and Cyber Security Policy
7. Policy for Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace
8. Vigil Mechanism Policy
9. Risk Management Policy
10. Asset Liability Management Policy
11. Outsourcing Policy
12. Fraud Risk Management Policy
13. Fit and Proper Criteria for Directors
14. Internal Guidelines on Corporate Governance
15. Single/ Group Exposure Policy
16. Recovery/ Collection Policy
17. Policy on Related Party Transaction
18. Policy on submission of Information to CIC’s
19. Code of Conduct for DSE/ DME

5. GRIEVANCE REDRESSAL OFFICER

The Company has laid down grievance redressal mechanism and has appointed Mr. Vipul Shah as Grievance Redressal officer to receive and address the queries/ concerns/ grievances of Customers. The Communication details of Grievance Redressal Officer are provided on the website of the Company and also displayed at the office premises of the Company.

6. COMPLIANCE OFFICER

The Company Secretary of the Company shall be Compliance officer of the Company.

7. DISCLOSURES IN BOARD REPORT/ ANNUAL REPORT

The Company is committed to make adequate disclosures based on the principles of transparency, timeliness, fairness and continuity. The Board of Directors and employees of the Company shall ensure and make necessary disclosures to the Company, the Regulator(s) / Statutory Authorities, the Shareholders, Investors, Members or other stakeholders as may be required by the applicable laws and the codes / policies of the Company. The Board of Directors of the Company or such other person authorized by the Board or any law / regulation, shall ensure that all the disclosures statutorily required to made on behalf of the Company are duly made to the Regulatory / Statutory authorities or such other persons as maybe required under applicable laws / regulations.

8. AMENDMENTS

The subsequent changes in directors/ Committees/ Polices, as may be separately approved by the Board, shall be automatically incorporated in this Policy.

9. REVIEW

The Policy shall be reviewed periodically at least once in a year or upon amendment to the Rules and regulations as may be applicable.