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Shatabdi Leaprofin Private Limited

Corporate Governance Policy

1. Introduction

Shatabdi Leaprofin Private Limited (“the Company”) is committed to adopting robust corporate governance practices in line with the regulatory framework prescribed by the Reserve Bank of India (RBI) for Non-Banking Financial Companies (NBFCs). This policy ensures transparency, accountability, prudent risk management, and protection of stakeholder interests.

2. Regulatory Framework

This policy is aligned with:

  • RBI Master Directions for NBFCs
  • Companies Act, 2013
  • Applicable RBI circulars on Corporate Governance, Risk Management, and Fair Practices Code
  • KYC/AML guidelines issued by RBI

3. Objectives

  • Strengthen governance structure in line with RBI expectations
  • Ensure prudent financial management and risk control
  • Enhance transparency and disclosure standards
  • Protect customer and stakeholder interests
  • Ensure sustainable and compliant growth

4. Board of Directors

4.1 Composition

  • Adequate mix of Executive, Non-Executive, and Independent Directors
  • At least one Director with financial services / NBFC experience
  • Fit & Proper criteria as per RBI guidelines

4.2 Roles & Responsibilities

  • Approve business strategy, credit policies, and risk appetite
  • Ensure compliance with RBI regulations
  • Oversee financial reporting and disclosures
  • Monitor asset quality, NPAs, and provisioning
  • Review internal audit and compliance reports

4.3 Board Meetings

  • Conducted at least quarterly
  • Proper documentation of minutes and decisions

5. Board-Level Committees

5.1 Audit Committee

  • Oversight of financial statements and disclosures
  • Review of internal audit reports
  • Monitoring internal financial controls
  • Interaction with statutory auditors

5.2 Risk Management Committee (RMC)

  • Define risk appetite (Credit, Operational, Market, Liquidity)
  • Monitor portfolio quality (DPD, NPA trends)
  • Review stress scenarios and EWS triggers

5.3 Credit Committee

  • Approval of credit policies and underwriting standards
  • Monitoring disbursement quality and portfolio mix
  • Delegation matrix for credit approvals

5.4 Asset Liability Management Committee (ALCO)

  • Manage liquidity and funding risks
  • Monitor ALM mismatches
  • Ensure adequate capital and liquidity buffers

5.5 Nomination & Remuneration Committee

  • Appointment of Directors and KMPs
  • Ensure Fit & Proper compliance
  • Define compensation aligned with risk management

5.6 IT Strategy / Digital Risk Committee

  • Oversee digital lending systems
  • Ensure cybersecurity and data protection compliance
  • Monitor fintech integrations

6. Fit & Proper Criteria

  • All Directors must meet RBI Fit & Proper criteria
  • Annual declarations to be obtained
  • Background verification and due diligence mandatory

7. Risk Management Framework

7.1 Credit Risk

  • Robust underwriting policies
  • Bureau checks (CIBIL/Experian/Equifax)
  • Defined cut-offs and scorecards

7.2 Operational Risk

  • Maker-checker controls
  • Fraud prevention mechanisms
  • Process audits

7.3 Liquidity Risk

  • ALM framework
  • Cash flow monitoring
  • Contingency funding plan

7.4 Compliance Risk

  • Dedicated Compliance Officer
  • Periodic compliance reviews
  • RBI reporting adherence

8. Fair Practices Code (FPC)

The Company shall:

  • Ensure transparent loan terms and conditions
  • Provide Key Fact Statement (KFS) to borrowers
  • Avoid coercive recovery practices
  • Ensure grievance redressal mechanism

9. KYC / AML Compliance

  • Adherence to RBI KYC Master Directions
  • Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD)
  • Monitoring of suspicious transactions (STR reporting)
  • Periodic KYC updates

10. Internal Audit & Control

  • Independent internal audit function
  • Risk-based audit approach
  • Periodic branch/process audits
  • Reporting directly to Audit Committee

11. Outsourcing & Vendor Governance

  • Due diligence of service providers (CPV, collections, IT vendors)
  • SLA-based monitoring
  • Compliance with RBI outsourcing guidelines
  • Data confidentiality agreements

12. Digital Lending Compliance (If Applicable)

  • Compliance with RBI Digital Lending Guidelines
  • No unauthorized access to customer data
  • Transparent disclosure of charges
  • Lending through regulated entity only

13. Disclosure & Transparency

  • Periodic financial disclosures
  • NPA classification and provisioning transparency
  • Regulatory reporting to RBI
  • Disclosure of interest rates and charges

14. Grievance Redressal Mechanism

  • Appointment of Grievance Redressal Officer (GRO)
  • Defined TAT for complaint resolution
  • Escalation matrix including RBI Ombudsman

15. Whistleblower Policy

  • Anonymous reporting mechanism
  • Protection against retaliation
  • Direct reporting to Audit Committee

16. Data Protection & IT Governance

  • Secure storage of customer data
  • Role-based access controls
  • Compliance with IT and cybersecurity frameworks
  • Regular vulnerability assessments

17. Related Party Transactions

  • Arm’s length basis
  • Prior Board / Audit Committee approval
  • Proper disclosure in financial statements

18. Performance Monitoring

MIS dashboards for:

  • Disbursement volumes
  • Portfolio quality (DPD/NPA)
  • Collection efficiency

Monthly review by management and Board

19. Review & Amendments

  • Annual review or as per RBI updates
  • Board approval mandatory for any changes

20. Conclusion

This Corporate Governance Policy ensures that Shatabdi Leaprofin Private Limited operates with integrity, regulatory compliance, and strong risk governance, aligning with RBI expectations for NBFCs while supporting sustainable and scalable growth.

Approved By: Board of Directors