Disclosures

1. PREFACE

Intsalite Finserv Limited has adopted and established this “Whistle Blower Policy / Vigil Mechanism Policy” (“Policy”) in order to provide a mechanism to stakeholders including directors and employees of the Company, to report and freely communicate their concerns about illegal or unethical practices within the Company, to appropriate authorities.
The Company has adopted a Code of Conduct for employees (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern of the Company. Such a Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism.

2. POLICY OBJECTIVES

The Company is dedicated to following the highest ethical, moral, and legal standards in its business operations. To uphold these standards, employees are encouraged to report any concerns about wrongdoing without fear of punishment. This reporting system, known as a Vigil Mechanism, allows employees and directors to bring up issues related to unethical behavior, fraud, or violations of codes of conduct. The mechanism ensures safeguards to prevent victimization of those using it. Employees must still maintain confidentiality, and mechanism should not be used as a route for raising malicious or unfounded allegation against people in authority and/ or colleagues in general.

3. SCOPE

The Policy covers malpractices and events which have taken place/ suspected to have taken place misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulation, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected.

4. DEFINITIONS

1. “Alleged wrongful conduct” shall mean violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health safety or abuse of authority.


2. “Audit Committee” or “Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of section 177 of the Companies Act 2013.


3. “Board” means the Board of Directors of the Company.


4. “Company” means Intsalite Finserv Limited and all its offices.


5. “Code” means Code of Conduct for the employees adopted by the Company.


6. “Employee”means all the present employees and Whole-time Directors of the Company.


7. “Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/ conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.


8. “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.


9. “Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Committee for its disposal and informing the Whistle Blower the result thereof.


10. “Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILTY

All stakeholders, including directors and employee(s) of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company. They may or may not indicate their names. In case they choose to remain anonymous, the Committee can take a call for further investigation based on the details furnished which make them reasonably believe that there is an element of truth in the whistle blower’s allegations.

5. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

1. All Protected Disclosures should be reported in writing (details mentioned below) by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised. An anonymous reporting of suspected wrongdoing may be made if the complainant so desires. Details of Vigilance and Ethics Officer are mention below:
   A K Mehra
   ak.mehra@banku.co.in
   All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Committee in exceptional cases or when the complaint is against the Vigilance and Ethics Officer.
2. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. Alternatively, the same can also be sent through email with the subject “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. In order to protect identity of the complainant, the Vigilance and Ethics Officer will not issue any acknowledgement to the Whistle Blower and they are advised neither to write their name/ address on the envelope nor enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.
3. On receipt of the protected disclosure the Vigilance and Ethics Officer/ Chairman of the Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He/She shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Committee of the Company for further appropriate investigation and needful action. The record will include:
   • Brief facts;
     Whether the same Protected Disclosure was raised previously by anyone, and ifso, the outcome thereof;
     Whether the same Protected Disclosure was raised previously on the same subject;
     Details of actions taken by Vigilance and Ethics Officer/ Chairman for processing the complaint
     Findings of the Committee
     The recommendations of the Committee/ other action(s).
     

7. INVESTIGATION

1. All Protected Disclosures under this Policy will be recorded as detailed above and thoroughly investigated. The Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
2. The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact- finding process.
3. Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
4. Subject(s) shall have a duty to co-operate with the Committee or any of the Officers appointed by it in this regard.
5. Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer/ Investigators and/ or members of the Committee.
6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
7. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
9. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Committee deems fit.

8. DECISION AND REPORTING

1. If an investigation leads the Vigilance and Ethics Officer/ Chairman of the Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer/ Chairman of the Committee shall recommend to the management of the Company to take such disciplinary or corrective action as may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
3. In case the Subject is the Chairman of the Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Committee if deemed fit. The Committee shall appropriately and expeditiously investigate the Protected Disclosure.
4. If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.
5. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

9. PROTECTION

1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
2. A Whistle Blower may report any violation of the above clause to the Chairman of the Committee, who shall investigate into the same and recommend suitable action to the management.
3. The identity of the Whistle Blower/complainant shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.
4. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Rules/ certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

1. RETENTION OF DOCUMENTS
All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

11. ADMINISTRATION AND REVIEW OF THE POLICY:
The Chairman of the Committee shall be responsible for the administration, interpretation, application and review of this policy. The Chairman of the Committee also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Committee.

12. AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.

1. PREFACE:
Intsalite Finserv Limited has formulated and established this “Nomination & Remuneration Policy” (“Policy”) in order to set out the criteria for the remuneration for Directors, Key Managerial Personal (“KMP”) and other employees.
This Policy is guided by the principles and objectives as enumerated in Section 178 (3) of the Companies Act, 2013 and the rules made thereunder, each as amended (the “Act”), to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.
This Policy reflects the remuneration philosophy and principles of the Company and considers the pay and employment conditions with peers / competitive market to ensure that pay structures are appropriately aligned.

2. POLICY OBJECTIVES: Our remuneration program is designed to attract, retain, and reward talent who will contribute to our long-term success and thereby build value for our shareholders and overall build a high-performance culture in the Company. It is intended:

1. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company (“Director”); and
2. To recommend policy relating to the remuneration of the Directors, KMP and other employees to the Board of Directors of the Company (“Board”). This includes reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors’ compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

1. Directors of the Company
2. KMP & other employees

5. ROLE/RESPONSIBILITY OF THE COMMITTEE:
The role of the NRC will be the following:

1. To formulate criteria for determining qualifications, positive attributes and independence of a Director.
2. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
3. To carry out evaluation of Director’s performance.
4. To recommend to the Board the appointment and removal of Directors, KMPs and Senior Management employees
5. Succession planning for replacing Key Executives and overseeing.
6. To carry out any other function as it is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

6. REMUNERATION PHILOSOPHY:
As a company, we expect our team to foster a culture of growth and high performance. Our Policy supports the design of programs that align rewards – including incentive programs, promotion and growth opportunities – with the long-term success of our stakeholders. The Policy enables and encourages employees to live by and demonstrate the Company’s values in its true spirit. The remuneration guidelines drive meritocracy.

1. Remuneration to Directors:
   1. Executive Directors shall be eligible for remuneration as may be approved by the Board on recommendation of NRC. The remuneration and commission to be paid to the Managing Director/Whole-time Director shall be in accordance with the provisions of the Act, and the rules made thereunder.
   2. In determining the remuneration, the NRC shall consider the following:
      1. industry benchmarks of remuneration;
      2. the relationship of remuneration and performance benchmarks is clear;
      3. company performance vis-á-vis the annual budget achievement and individual performance vis-á-vis the key performance indicators;
      4. balance between fixed and variable components reflecting short and long term performance objectives of the Company;
      5. responsibilities required to be shouldered by the MD and ED and the industry benchmarks and the current trends;
      6. The NRC may revise the remuneration/ vary the terms of remuneration based on a request received from Managing Director/Whole-time Director or the prevailing human resource policies of the Company, within the overall remuneration approved by the Board and the shareholders of the Company (the “Shareholders”).
   3. Non-Executive / Independent Directors will be eligible for sitting fees for attending meetings of Board or NRC as fixed by the Board on the recommendation of the NRC in accordance with the provisions of the Act, and the rules made thereunder.
   4. Commission may be paid subject to the limits as per the applicable provisions of the Act. In determining the quantum of commission payable to the Directors, the NRC shall make its recommendation after taking into consideration the overall performance of the Company and the responsibilities required to be shouldered by the Directors. The Commission shall be payable on pro-rata basis to those Non-Executive Directors who occupy the office for a part of the year or the number of meetings attended during the year.
   5. The NRC may recommend to the Board, a higher commission for the Chairman of the Board taking into consideration the overall responsibility.
   6. The total remuneration payable to the Non-Executive Directors may exceed one per cent of the net profits of the Company, subject to approval by the shareholders under Section 197 of Companies Act.
   7. The Independent Directors shall not be entitled to participate in employee stock options scheme of the Company, if any.
   8. A member of the NRC is not entitled to participate in the discussions when his/her own remuneration is discussed at a meeting or when his/her performance is being evaluated.
   9. The NRC may invite such executives, as it considers appropriate, to be present at the meetings of the NRC.
2. Remuneration to KMP, Senior Management and other employees:
   A KMP should possess adequate skills, qualification, expertise and experience for the position he/ she is considered for appointment, as per the Company’s requirements and applicable laws.
   The KMP and other employees shall be paid remuneration as per the Company’s Compensation Policy, designed around the following primary pay components: fixed pay, annual variable pay, long term incentives, perks and benefits. The break-up of the pay scale and other components shall be governed by HR Policies of the Company. The remuneration is reviewed annually through the cyclical compensation review process.
   In determining the remuneration of the KMP and Senior Management employees, the NRC shall consider the following:
   • industry benchmarks of remuneration;
     the relationship between remuneration and performance benchmarks is clear;
     balance between fixed and variable components reflecting short and long term performance objectives of the Company;
     the remuneration is divided into two components i.e., fixed components of salary and variable component of performance based incentives:
     the remuneration including the annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-á-vis the annual budget achievement and individual performance of the KMP and Senior Management employees vis-á-vis the key performance indicators; and certain defined quantitative and qualitative parameters as may be decided by the Board, from time to time and the individual’s performance vis-á-vis the key performance indicators.
     

7. POLICY IMPLEMENTATION AND REVIEW:

8. DISSEMINATION OF POLICY:
A copy of this Policy shall be handed over to all Directors within one month from the date of approval by the Board. This Policy shall also be posted on the website of the Company and the details of this Policy, including the evaluation criteria, shall be mentioned in the Annual Report of the Company.

TERMS & CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
The terms of your appointment, as set out in this letter, are subject to the provisions of the Companies Act, 2013 and the Articles of Association of the Company (as amended from time to time) and as has been discussed by the Board from time to time.

1. In accordance with the provisions of the Companies Act, 2013 (the “Act”) and the Rules made there under read with Schedule IV to the Act, you are appointed as a Non-Executive Independent Director on the Board of Directors of Company for a period of five consecutive years with effect from. Your appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013.
2. The term Independent Director should be construed as defined under the Companies Act, 2013.
3. The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Act, as may be amended from time to time. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company. The Company is at liberty to disengage the Independent Directors earlier subject to compliance of relevant provisions of the Act.

2. Committees:
The Board may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that it sets up in the future during the tenure of your office. Upon your appointment, you will be provided with the appropriate committee charter which sets out the functions of that Committee.

3. Time Commitment

3.1 As an Independent Director, you are expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. The Board meets at least four times in a year. The Board may request you from time to time for being appointed on one or more of the aforesaid Committees or any other Committee as may be constituted from time to time. The mandate of the Committees shall be as decided by the Board from time to time. You will be expected to attend Board meetings, Board Committee(s) meeting to which you may be appointed and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively. Ordinarily, all meetings are held at the registered office of the Company or such other place as decided by the Board of Directors.

3.2 The Board aims to have at least one “independent directors only” meeting during each financial year so that they can have a full and frank discussion on the performance of the Company, risks faced by the Company and the performance of executive members of the Board. Independent Directors may invite the Chairman, any executive director or any other senior management personnel to make presentations on relevant issues.

3.3 By accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations from your role to the satisfaction of the Board.

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4. Role and Duties:
Independent directors have the same general legal responsibilities to the Company as that of any other director as provided under the Companies Act, 2013 and the rules thereunder. The Board, as a whole, is collectively responsible for ensuring the success of the Company by directing and supervising the Company’s affairs. There are certain duties prescribed for all Directors, both Executive and Non- Executive, which are fiduciary in nature and are as mentioned in Annexure-I hereto. Apart from that your conduct shall abide by the Code of Independent Directors as prescribed under the Schedule IV of the Companies Act, 2013, as may be amended from time to time and with the Code of Business Conduct and Ethics as formulated by the Company and as may be amended from time to time.

5. Status of Appointment and Remuneration :
You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for attending the meeting of the Board and its committee. However, the sitting fees may be subject to change as may be approved by the Board and/or in accordance with the limits as prescribed under the Act.

6. Reimbursement of Expenses
In addition to the remuneration described in paragraph 5, the Company will, for the period of your appointment, reimburse you for travel, hotel and other incidental expenses incurred by you in connection with your attending the meetings of the Board and/or Committees thereof.

7. Conflict of Interest

8. Confidentiality
All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law or regulatory body. On reasonable request, you shall surrender any documents and other materials made available to you by the Company.

Your attention is also drawn to the requirements under the applicable regulations and the Code of Conduct for Prevention of Insider Trading which concerns the disclosure of price sensitive information and dealing in the securities of the Company going forward. Consequently, you should avoid making any statements or performing any transactions that might risk a breach of these requirements without prior clearance from the Chairman.

9. Evaluation
The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis.

10. Insurance
The Company has Directors’ and Officers’ liability insurance (to a limited extent) and it is intended that the Company will assume and maintain such cover for the full term of your appointment.

11. Independent Professional Advice
There may be occasions when you consider that you need professional advice in furtherance of your duties as a Director. You may consult independent advisors at the Company’s expense subject to an advance intimation to the Company about such proposed consultation. The Company will reimburse any such cost incurred in accordance with the Company’s policy.

11. Disclosure of Interest
The Company is required to include in its Financial Statements a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.

12. Termination

1. You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice on the Board.
2. Your appointment for a second term is contingent on your getting re-elected by the shareholders in accordance with provisions of Act. You will not be entitled to compensation if the shareholders do not re-elect you at any time.
3. Your appointment may also be terminated in accordance with the provisions of the Companies Act, 2013.

14. Governing Law
This agreement is governed by and will be interpreted in accordance with Indian law and your engagement shall be subject to the jurisdiction of the Indian courts. If you are willing to accept these terms of your appointment as an Independent Director of the Company, kindly confirm your acceptance of these terms by signing and returning to us the enclosed copy of this letter.

Annexure-I

Duties of Directors

1. You shall act in accordance with the Company’s Articles of Association.
2. You shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company, its employees, the shareholders, the community and for the protection of environment.
3. You shall discharge your duties with due and reasonable care, skill and diligence.
4. You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
5. You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
6. You shall not assign your office as Director and any assignments so made shall be void.

In addition to the above requirements applicable to all Directors, the role of the Independent Director has the following key elements besides other duties cast upon them under Schedule IV of the Companies Act, 2013:

1. help in bringing an independent judgement to bear on Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2. bring an objective view in the evaluation of the performance of board and management;
3. Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
4. Satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
5. Safeguard the interests of all stakeholders, particularly the minority shareholders;
6. Balance the conflicting interest of shareholders;
7. Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
8. Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Annual Return

Details regarding annual return to be added here.

CSR Policy

Details regarding Corporate Social Responsibility policy to be added here.

Disclosure under SEBI Guidelines

Details regarding SEBI guidelines and disclosures to be added here.