DummyTwo – IIFL SAMASTA

The Asset Liability Management Committee (ALCO)

The Asset Liability Management Committee comprises as under:

Name of Members	Designation
Mr. Venkatesh N	Managing Director
Mr. Manoj Pasangha	Chief Business Officer
Mr. T Anantha Kumar	Chief Financial Officer
Mr. Sabari Krishna	Chief Risk Officer
Mr. Naveen Kumar Mallik	Chief Operating Officer
Mr. Mohan Kumar	Head – Treasury

The role of the ALCO would be to analyze, monitor, review and discuss the risk profile of the company. Terms of Reference of Asset Liability Management Committee (ALCO) includes the following: 1. Liquidity risk management 2. Management of market risks 3. Funding and capital planning 4. Interest Rates and Capital Adequacy scenario 5. Forecasting and analyzing ‘What if scenario’ & and preparation of contingency plans Asset Liability Mismatch 6. Profit planning and growth projection 7. Inter corporate deposits/loans between group companies and their transfer pricing mechanism The ALCO shall also discuss the impact of various changes in the market conditions on the balance sheet and actions for implementation. The recommendations of the ALCO shall be placed at the Board Level ALCO periodically. The committee shall discuss on the following aspects: Bond market update, Analysis of Cost of funds, BenchMark Rates – MCLR, With reference to market update – Repo, Reverse Repo, CRR, SLR and Bank Rate (MCLR). Borrowing Profile. Rating. Capital requirement. and other connected manners.

Audit Committee

The scope of the Audit Committee prepared under provisions of the Companies Act, 2013, provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations,2015 and the guidelines issued by the Reserve Bank of India on Corporate Governance of NBFC. The Audit Committee Comprises as Under:

Name of Directors	Designation
Mr. Vikraman Ampalakkat	Independent Director
Mr. Badrinarayanan Seshadri	Independent Director
Mr. Shivaprakash Deviah	Whole Time Director

A. The role of the audit committee shall include the following: 1. Oversight of the 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, remuneration and terms of appointment of auditors of the 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: (a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013. (b) changes, if any, in accounting policies and practices and reasons for the same. (c) major accounting entries involving estimates based on the exercise of judgment by management. (d) significant adjustments made in the financial statements arising out of audit findings. (e) compliance with listing and other legal. requirements relating to financial statements. (f) disclosure of any related party transactions. (g) modified opinion(s) in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter. 7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process. 8. Approval or any subsequent modification of transactions of the listed entity with related parties. 9. Scrutiny of inter-corporate loans and investments. 10. Valuation of undertakings or assets of the listed entity, wherever it is necessary. 11. Evaluation of internal financial controls and risk management systems. 12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. 13. Reviewing the adequacy of 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. 14. Discussion with internal auditors of any significant findings and follow up there on. 15. Reviewing the findings of any internal nvestigations 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. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. 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. 18. To review the functioning of the whistle blower mechanism. 19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate. 20. Carrying out any other function as is mentioned in the terms of reference of the audit committee. 21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., of the company and its shareholders. B. Reviewing the following information: 1. Management discussion and analysis of financial condition and results of operations. 2. Statement of significant related party transactions (as defined by the audit committee), submitted by management. 3. Management letters / letters of internal control weaknesses issued by the statutory auditors. 4. Internal audit reports relating to internal control weaknesses. 5. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the audit committee.

Corporate Social Responsibility Committee (CSR)

The Corporate Social Responsibility Committee has been reconstituted as per the requirements of Section 135 of the Companies Act, 2013. The CSR Committee comprises as under

Name of Members	Designation
Mr. Venkatesh N	Managing Director
Mr. Shivaprakash Deviah	Whole-time Director
Ms. Malini Eden	Independent Director
Mr. Ashwini Kumar	Chief People Officer

The role of CSR committee includes the following: 1. Formulating and recommending to the Board, an annual action plan in pursuance of its CSR Policy. 2. Monitoring the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act. 3. Planning the manner of execution of such projects or programmes as specified in the Companies Act 2013. 4. Reviewing the modalities of utilisation of funds and implementation schedules for the projects or programmes. 5. Monitoring and reporting mechanism for the projects or programmes. 6. Any other matter as prescribed by the Companies Act 2013 or any other statutory or regulatory body or as may be delegated by Board to the committee from time to time.

Issuance & Allotment Committee

The Issuance and Allotment Committee comprises as under.

Name of Directors	Designation
Mr. Venkatesh N	Managing Director
Mr. Shivaprakash Deviah	Whole-time Director

The role of Issue and Allotment Committee are as follows, 1. To approve Issuance and Allotment of Securities and related documents required for issue and allotment of securities. 2. Such other powers as may be delegated by the Board from time to time.

IT Strategy Committee

The IT Strategy Committee comprises as under.

Name of Directors	Designation
Mr. Shivaprakash Deviah	Whole-time Director
Mr. Badrinarayanan Seshadri	Independent Director

The role of IT Strategy committee includes the following, 1. Reviewing the results of and progress in implementation of the decisions made in the previous meetings. 2. Review and amend IT Strategies in line with corporate strategies, Board policy reviews, cyber security arrangements and matters related to IT governance. 3. Ascertaining that management has implemented processes and practices that ensure that the IT delivers value to the business 4. Information Security updates 5. Review of Information Security Audit report 6. Information Security Risk Assessment 7. Any other matter as prescribed by RBI or any other statutory or regulatory body or as may be delegated by Board to the committee from time to time.

Nomination & Remuneration Comprises (NRC)

The scope of the Nomination & Remuneration Committee prepared under provisions of the Companies Act, 2013, provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations,2015 and the guidelines issued by the Reserve Bank of India on Corporate Governance of NBFC. The Nomination & Remuneration Comprises as Under:

Name of Directors	Designation
Mr. Ramanathan Annamalai	Independent Director
Mr. Badrinarayanan Seshadri	Independent Director
Mr. Vikraman Ampalakkat	Independent Director

Terms of Reference of Nomination & Remuneration Committee are as below: (1). Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees. 1A. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an Independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required. b. consider candidates from a wide range of backgrounds, having due regard to diversity. c. consider the time commitments of the candidates. (2) Formulation of criteria for evaluation of performance of independent directors and the board of directors. (3) Devising a policy on diversity of board of directors. (4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. (5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. (6) Recommend to the board, all remuneration, in whatever form, payable to senior management.

Resourcing and Business Committee

The Resourcing and Business Committee comprises as under.

Name of Directors	Designation
Mr. Venkatesh N	Managing Director
Mr. Shivaprakash Deviah	Whole-time Director

The role and terms of reference of Resourcing and Business Committee are as follows: 1 To establish current and other banking accounts with various banks to specify and change the authorized signatories and their transaction limits to the said banking accounts; to close current and other banking accounts. 2 Any unsecured loans to be given by the Company other than staff loan advances to be approved by the Resourcing & Business Committee. 3 Any secured loan to be given by the Company including Housing loans, loans against property, SME loans and other loans exceeding Rs. 1 crore to be approved by Resourcing & Business Committee. 4 To consider and approve transactions/proposal/arrangements for sale/ assignment/ securitization of the loan receivables/ book debts of the Company on such terms and conditions as it thinks fit. 5 Approving the investment policy for the Company and its amendment and/or modification from time to time. 6 Borrowing such sum or sums of moneys and for availing all kinds and types of loans facilities from time to time, upto sum/ limit as may be fixed by Board of Directors/ Shareholders for and behalf of the Company, from its directors, shareholders, banks, NBFCs, financial institutions, companies, firms, bodies corporate or from any other person as may be permitted under applicable laws whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s assets and/or properties whether movable or immovable including stocks fixed assets book debts and to create security over the assets and/or properties of the Company in relations to such borrowings. 7. To provide Declarations, Undertakings, Warranties and any other documents to Regulators, Lenders and such other persons as the committee deems fit and as maybe required from time to time for smooth functioning and expansion of the business of the company. 8. In connection with the above, to authorize affixing the common seal of the Company in accordance with the manner laid down in the Articles of Association and to authorize taking the Common seal out of the registered office of the Company. 9. Review various fund-raising options including issuance of debentures, subordinated debt, debt instruments and other security as required from time to time and give its recommendations to the Board. 10. Authorize directors/employees of the company to sign the rental agreements, service/ product loan agreements and any other agreement as may be required from time to time for day to day management of the affairs of the Company. 11. Authorize/Engage an any employees/professional/lawyers or any other official of the Company whoever the committee may think fit for the following purpose: > To file complaint(s), suit(s), plaint(s), appeals(s), memo(s), revision(s) and all other connected proceeding(s) arising out of or in connection with any of the Court proceeding(s) for and on behalf of the Company before any Court of law, whether Civil or Criminal and to accept service of any summons or other legal processes on behalf of the company for the aforesaid purpose; > To appear for and on behalf of the Company as may be required before all Court(s), Magistrate(s), Judicial Officer(s), Quasi-Judicial Authorities or other Public Officers and Quasi-Judicial Authorities for the aforesaid purposes. > To produce or summon or receive back documentary evidence and to deposit money vide account payee cheque or Demand drafts for any amount on behalf of the Company for the aforesaid purpose > To sign, declare, verify and affirm complaint(s), suit(s), plaint(s), written statement(s), application(s), petition(s), representation(s), submission(s), claim(s), counter claim(s), affidavit(s), appeals(s), memo(s), revision(s) cross objection(s) and other document(s) for and on behalf of the Company and to appear before any Judge, Magistrate or officers empowered by law to hear any suit or matter concerning the Company. > Authorising official of the Company to appear on behalf of the Company before various regulatory and law enforcing authorities’/government department/local administration or authority/market intermediaries under applicable laws, rules and regulations and submit documents undertaking, affidavits, papers etc. > To do such other things as may be required to do for the aforesaid purposes. 12. Such other powers as may be delegated by the Board from time to time.

Risk Management Committee

The scope of the Risk Management Committee prepared under provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations,2015 and the guidelines issued by the Reserve Bank of India on Corporate Governance of NBFC. The company has constituted a Risk Management Committee to oversee risk management function performed by the management, define and review the framework for identification, assessment, monitoring, mitigation and reporting of risks. The Risk Management Committee comprises as under:

Name of Directors	Designation
Mr. Shivaprakash Deviah	Whole-time Director
Mr. Ramanathan Annamalai	Independent Director
Mr. Badrinarayanan Seshadri	Independent Director

The role of the committee shall, inter alia, include the following: 1. To formulate a detailed risk management policy which shall include: a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. b. Measures for risk mitigation including systems and processes for internal control of identified risks. c. Business continuity plan. 2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. 3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems. 4. Risk Management Committee of the Board shall oversee the integration of all Enterprise wide risks. 5. Risk Management Committee of the Board (RMCB) shall monitor the risk framework and promote effective management of all risk categories, and foster the establishment and maintenance of an effective risk culture throughout the Company. 6. Ensure establishment of risk appetite for the Company. 7. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity. 8. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken. 9. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee. The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises as under:

Name of Directors	Designation
Mr. Venkatesh N	Managing Director
Mr. Vikraman Ampalakkat	Independent Director
Mr. Ramanathan Annamalai	Independent Director

The role of the committee shall include the following: 1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. 2. Review of measures taken for effective exercise of voting rights by shareholders. 3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. 4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

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