Corporate Governance Policy

Harshreejee Finance & Leasing Company Private Limited
Reg. No. RBI B-14.02044
202, Second Floor, Chaudhary Complex, Plot No. 9,
Veer Savarkar Block, Shakarpur, East Delhi – 110092

Preamble

This Corporate Governance Policy (“Policy”) has been adopted by Harshreejee Finance & Leasing Company Private Limited (“HSFLCL” or “the Company”) in accordance with the provisions of the Companies Act, 2013, the Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (“RBI SBR Directions”), and other applicable laws, circulars, and guidelines.

The Policy outlines the governance framework of the Company to ensure transparency, accountability, fairness, and ethical conduct in all its business operations.

1. Objective

To institutionalise governance principles that promote ethical business conduct, transparency, accountability, and fairness across all levels of management.

2. Applicability

This Policy applies to all members of the Board of Directors, Key Managerial Personnel (KMP), Senior Management, and employees of HSFLCL.

3. Governance Structure

The governance framework ensures alignment with RBI and Companies Act requirements through effective oversight, transparent disclosures, and responsible management.

4. Board of Directors

• The Board shall provide strategic direction and monitor management performance.
• The Board shall meet at least four (4) times a year, with a maximum gap of 120 days between meetings.
• The quorum shall be one-third of the total Directors or two Directors, whichever is higher.
• Minutes of meetings shall be maintained as per Section 118 of the Companies Act, 2013.

5. Committees of the Board

The Board may constitute committees for focused oversight and compliance, including:

• Audit Committee
• Nomination & Remuneration Committee
• Risk Management Committee

Each committee shall function under a Board-approved charter in line with statutory requirements.

6. Fit and Proper Criteria

All Directors shall meet the “Fit and Proper” criteria prescribed by RBI. Declarations shall be obtained at the time of appointment and annually thereafter. The Company shall maintain records and notify RBI of any changes in directorship.

7. Appointment of Key Officers

• Chief Risk Officer (CRO): Responsible for identifying and managing risks.
• Chief Compliance Officer (CCO): Ensures compliance with RBI regulations.
• Head of Internal Audit (HIA): Conducts independent internal audits.

8. Code of Conduct

All Directors, KMP, and employees shall maintain integrity, confidentiality, and ethical behavior, and act in the best interests of the Company and its stakeholders.

9. Whistleblower and Vigil Mechanism

The Company maintains a Whistleblower Policy to enable reporting of unethical behavior or violations without fear of retaliation. All complaints shall be investigated confidentially under the supervision of the Audit Committee.

10. Disclosure and Transparency

• Timely disclosure of financial performance and governance practices.
• Key policies such as Fair Practice Code, Interest Rate Policy, and Grievance Redressal Mechanism shall be published on the official website.
• Financial statements shall comply with Companies Act and RBI requirements.

11. Remuneration Policy

Remuneration of Directors and Senior Management shall align with prudent risk-taking, fairness, and long-term value creation as per Board-approved policies.

12. Review and Amendment

This Policy shall be reviewed annually or upon regulatory or operational changes. Any amendments shall be approved by the Board of Directors.

13. Approval

Approved by the Board of Directors of Harshreejee Finance & Leasing Company Pvt. Ltd. at its meeting held on __________.

For and on behalf of
Harshreejee Finance & Leasing Company Pvt. Ltd.

Director