5paisa Investor Relation

The scope of the Audit Committee includes the references made under Regulation 18 read with Part C of Schedule II of Listing Regulations as well as section 177 and other applicable provisions of the Act, besides the other terms that may be referred by the Board of Directors.

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Act and the Listing Regulations. The terms of reference of the Audit Committee, inter alia, includes the following:

1. Oversight of your Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.

2. Recommendation for appointment, re-appointment, and replacement, remuneration and terms of appointment of auditors of your Company.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

5. Reviewing the quarterly financial statements with the management before submission to the Board for approval.

6. 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 utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor’s independence and performance and effectiveness of the audit process.

8. Approval or any subsequent modification of transactions of your Company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of your Company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Monitoring the end use of funds raised through public offers and related matters, if any.

13. Reviewing, with the management, the performance of statutory and internal auditors, adequacy of the internal control systems.

14. Reviewing the adequacy of the 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.

15. Discussion with internal auditors of any significant findings and follow-up thereon.

16. 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.

17. Discussion with statutory auditors before the commencement of the audit, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern.

18. 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 statements before their submission to the Board, and may also discuss any related issues with the internal and statutory auditors and the management of your Company.

19. 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.

20. To establish and review the functioning of the whistleblower mechanism.

21. Approval of appointment of the Chief Financial Officer after assessing the qualifications, experience, and background, etc. of the candidate.

22. Related Party Transactions:

23. Review of:

The scope of the NRC includes the references made under Regulation 19 of Listing Regulations, as amended, read with section 178 and other applicable provisions of the Act, besides the other terms that may be referred by the Board of Directors. The Brief terms of reference of the Nomination and Remuneration Committee, inter alia, includes the following:

1. Succession planning of the Board of Directors and Senior Management Employees.

2. Identifying and selection of candidates for appointment as Directors/Independent Directors, based on certain laid down criteria.

3. Identifying potential individuals for appointment as Key Managerial Personnel (KMP) and to other Senior Management positions.

4. Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel, and Senior Management employees and their remuneration.

5. Review the performance of the Board of Directors and Senior Management Employees based on certain criteria, as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain, and motivate the best managerial talent. It also ensures that the relationship of remuneration to performance is clear, that the performance meets the appropriate performance benchmarks, and that the remuneration involves a balance between fixed and incentive pay, reflecting the short-term and long-term objectives of your Company.

NRC also administers our Company’s Stock Option plans. The stock options granted by the Committee are disclosed in detail in the Directors’ Report.

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Act and the Listing Regulations. The terms of reference of the Stakeholders Relationship Committee, inter alia, includes the following:

1. To consider and resolve stakeholders and investors' grievances.

2. It shall consider and resolve the grievances of the security holders of your Company, including complaints related to transfer of shares, non-receipt of the annual report, and non-receipt of declared dividends.

3. To approve the 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 your 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 your Company.

5. To review or address the complaints received by your Company from investors, SEBI, the Stock Exchanges, Ministry of Corporate Affairs, etc., and the action taken for redressal of the same and to suggest a resolution of long-pending complaints.

6. To approve and ratify the action taken by the authorized officers of your Company in compliance with investors for issues of duplicate/replacement/consolidation/sub-division and other purposes for the shares, debentures, and securities of your Company.

7. To monitor and expedite the status and process of dematerialization and rematerialization of shares, debentures, and securities of your Company.

8. To give directions for monitoring the stock of blank stationery and for printing of stationery required by the secretarial department of your Company, from time to time, for issuance of share certificates, debenture certificates, allotment letters, warrants, pay orders, cheques, and other related stationery.

9. To review the status of unpaid dividends, interest, and undelivered share certificates and the measures taken by your Company to resolve or reduce them.

10. To ensure compliance with the transfer of unpaid dividends and shares to IEPF on or before the due date.

11. To monitor the progress of release of unpaid dividends and the 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 for handling investor complaints and the status of any pending complaints which remain unresolved or unattended.

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

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Listing Regulations. The terms of reference of the Risk Management Committee, inter alia, includes the following:

1. Reviewing risks, including cyber security, and evaluating the treatment, including initiating mitigation actions;

2. To monitor and review the overall risk management plan of your Company, including liquidity risk;

3. To ensure there is an embedded, robust process in place throughout your Company to identify, assess, mitigate, and report business risks with clear lines of ownership;

4. Laying down the risk tolerance limits and monitoring risk exposures at periodic intervals;

5. To drive and coordinate the risk management process covering all areas of risk (including operational, strategic, financial, commercial, regulatory, reputational, etc.);

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

7. To ensure that the business risk management principles and processes are widely understood across your Company through adequate induction, training, and awareness programs;

8. To periodically monitor and review your Company’s key business risks and risk mitigation plans, and advise the Board of business risks which could materially impact your Company’s delivery of its business plans, strategy, and reputation, if left untreated;

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

10. To sponsor specialist reviews of key risk areas as appropriate;

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

12. To constitute an operating risk management committee and delegate such powers to it as may be deemed necessary;

13. To formulate a detailed ERM policy, this shall include:

14. To ensure that appropriate methodology, processes, and systems are in place to monitor and evaluate risks associated with the business of the Company;

15. To monitor and oversee the implementation of the risk management policy, including evaluating the adequacy of risk management systems;

16. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

17. To keep the board of directors informed about the nature and content of its discussions, recommendations, and actions to be taken;

18. To review the appointment, removal, and terms of remuneration of the Chief Risk Officer/Designated Risk Officer;

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

The terms of reference of the Corporate Social Responsibility (CSR) Committee, inter alia, includes the following:

1. Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by your Company as specified in Schedule VII to the Act. The CSR policy of your Company may be accessed on your company’s corporate website at https://www.5paisa.com/investor-relations.

2. Making recommendations on the amount of the expenditure to be incurred on CSR activities;

3. Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by your Company;

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

The terms of reference of the Finance Committee, inter alia, includes the following:

1. To borrow funds for and on behalf of your Company up to the maximum amount as determined by the Board of Directors of your Company from time to time;

2. To invest funds of your 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 your 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;

3. To allot securities of your Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;

4. To borrow funds for meeting the short-term requirements of funds of your Company by issuing Commercial Paper including redemption and buyback of Commercial Paper and also to list the same as per the SEBI Regulations;

5. To avail intraday facilities from Banks/Financial Institution upto ₹ 3,000 Crores (Rupees Three Thousand Crore);

6. 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. up to such limit, if applicable, as delegated/decided by the Board from time to time.

7. Powers relating to issuance and allotment of Debentures:

8. Other Routine Matters.

The terms of reference of the Environmental, Social and Governance (ESG) Committee, inter alia, includes the following:

1. Ensure that your company has an ESG Strategy and that it remains fit for purpose;

2. Ensure that objectives for ESG activities are in place and that key metrics are monitored and reported on;

3. Ensure compliance with relevant legal and regulatory requirements and industry standards and guidelines applicable to ESG matters;

4. Ensure that ESG related policies are in place, are regularly reviewed for their relevance, effectiveness, and compliance with relevant national and international regulations and are updated as necessary;

5. Monitor and review current and emerging ESG trends, relevant international standards, and legislative requirements; identify how these are likely to impact on the strategy, operations and reputation of your Company; and determine whether and how these are incorporated into or reflected in your Company’s ESG policies and objectives;

6. Approve any projects developed in response to the ESG strategy;

7. Identify, manage and mitigate or eliminate ESG risks in connection with your Company’s operations and corporate activity;

8. Approve all internal and external ESG reporting including information to be included in the annual report;

9. Review the results of any reviews or independent audits of your Company’s performance in regard to ESG matters and review any strategies and action plans developed by management in response to issues raised;

10. Make recommendations to the Board on any of the matters listed above that the Committee considers appropriate.

The terms of reference of the Independent Directors Committee, inter alia, includes the following:

1. 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;

2. To assess the Quality, Quantity, and Timeliness of flow of Information between your Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

3. To deliberate on improving corporate credibility and governance standards and help in managing risks;

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

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

The terms of reference of the Information Technology (IT) Committee, inter alia, includes the following:

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

2. Guide in preparation of IT Strategy, containing the overall 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 the accomplishment of its business objectives.

3. 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.

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

The terms of reference of the Cyber Security Committee, inter alia, includes the following:

1. 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.

2. Approving and monitoring major information security projects and the status of information security plans and budgets, establishing priorities, approving standards and procedures.

3. Supporting the development and implementation of an information security management programme.

4. Reviewing information/cyber security incidents, various information security assessments, monitoring and mitigation activities across the organization.

5. Reviewing security awareness programmes.

6. Assessing new developments or issues relating to cyber/information security.

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