Visage Holdings And Finance Private Ltd (the “Company” / “VHFPL”) 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 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 VHFPL comprises of 9 (Nine) Directors, including 3 (Three) independent directors, 2 (Two) Executive Directors and 4 (Four) Non-Executive 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.
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 organisational structure enables the Board and Senior Management 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.
A pictorial representation of Board Committees is given below:
Audit Committee The Company has in place the Audit Committee in accordance with the provisions of Section 177 of theCompanies Act, 2013 and RBI guidelines on Corporate Governance. The Audit Committee shall have the powers and duties conferred upon it in compliance with the provisions of Section 177 of the Act,applicable SEBI Regulations, RBI guidelines and such other duties, obligations and powers as may be prescribed by the Board of the Company from time to time
Nomination and Remuneration Committee 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, applicable SEBI Regulations, RBI guidelines and such other duties, obligations and powers as may be prescribed by the Board of the Company from time to time.
Risk Management Committee 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 inplace.
Asset-Liability Management Committee The Company has in place the Asset-Liability Management Committee (“ALCO”) constituted in accordance with the RBI guidelines. The ALCO issub-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 hasa Board approved Asset Liability Management Policyin place and required disclosures to the effect are made from time to time.
IT Strategy Committee 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.
Borrowing Committee The Company has in place the Borrowing Committee to borrow money for and on behalf of the Company as and when required within the overall borrowing limits of the Company.
Selection Committee The Company has in place the Selection Committee which recommends the appointment, re-appointment and replacement of the independent directors to the Board.
Corporate Social Responsibility (“CSR”) Committee The Company has in place the CSR Committee which recommends the CSR activities to the Board and monitors CSR activities of the Company.
The following policies have also been framed and adopted by the Board of the Company, and which forms part and parcel of the overall corporate governance framework of the Company:
In additional disclosures shall be made in the annual financial statements in terms of the RBI Directions:
Subject to the provisions contained in the Companies Act, 2013 and the circular dated April 27, 2021 issued by the Reserve Bank of India, the Auditors of the Company shall be appointed with the approval of the Shareholders at the Annual General Meeting as recommended by the Board of Directors of the Company based on the recommendation of the Audit Committee of the Company. The Auditors shall be appointed for a period of 3 years subject to satisfying the eligibility norms each year as prescribed by the RBI guidelines.
The Company shall also comply with the RBI guidelines and provisions of the Companies Act, 2013 regarding independence of the Statutory Auditors from time to time.
Interaction with the Regulator
The Company shall maintain good working relationship with its regulators and with other external bodies and authorities. It is also part of the role and objectives of the Compliance function to foster good relations with regulators and to work proactively with the Regulator.