Axis Finance

Code of Conduct

• The Directors shall attend the Board Meetings regularly and effectively.

• The Directors shall study the Board papers thoroughly and use the good offices of the Chief Executive for eliciting any information at the Board Meetings, wherever necessary.

• The Directors shall ask the Chairman to furnish the Board Papers and Follow Up Reports on a definite time schedule.

• The Directors shall involve themselves in general policy formulation and also ensure that the performance of the Company is monitored adequately at the Board levels.

• The Directors shall be familiar with the broad objective of the Company and the policies laid down by the concerned regulatory authorities.

• The Directors may make valuable contributions by suggesting constructive ideas for better management of the Company.

• The Directors shall work as a team and not sponsor or be prejudiced against individual proposals. The management on its part is supposed to furnish full facts and complete papers in advance.

• The Directors shall try to give as much of their wisdom, guidance and knowledge as possible to the management.

• The Board of Directors shall guide the Senior Management of the Company.

• The Directors shall try to analyze the trends of economy, assist in the discharge of management's responsibility to public and formulation of measures to improve customer service and be generally of constructive assistance to the management.

• The Directors shall not send any instruction or give direction to any individual officer of the Company.

• The Directors shall not involve themselves in matters of personnel administration - whether it is appointment, transfer, posting or a promotion or a redressal of individual grievances of any employee.

• The Directors shall not interfere in the day-to-day functioning of the Company.

• The Directors shall not approach or influence for sanction of any kind of facility from an individual branch manager or any other officer of the Company.

• The Directors shall not involve themselves in the routine or everyday business and in the management functions of the Company.

• The Directors shall not reveal any information relating to any constituent of the Company to anyone as they are under oath of secrecy and fidelity.

• The Directors shall not send for individual officers of the Company or give directions to such officers on any matter.

• The Directors shall discourage the individual employee or unions approaching them in any matter.

• The Directors may indicate their directorship of the Company on their visiting card/letter head, but the logos or distinctive design of the Company should not, however, be displayed on the visiting card/ letterhead.

• The Directors shall not directly call for papers/files/notes recorded by various departments for scrutiny etc. In respect of agenda items to be discussed in the meetings, all information/ clarification that may be required for taking a decision shall be made available by the executives.

• The Directors shall ensure confidentiality of the Company's agenda papers/notes. Ordinarily, it is suggested that by way of abundant precaution, the Board papers may be returned to the Company after the meeting.

• The Directors shall not sponsor any loan proposal, building and sites for Company's premises, enlistment or empanelment of contractors, architects, doctors, lawyers, etc.

• The Directors shall abstain from doing anything, which will interfere with and/or be subversive of maintenance of discipline, good conduct and integrity of the staff.

• The Board Members and Senior Managers shall act in the best interests of, and fulfill their fiduciary obligations to the Company.

• The Board Members and Senior Managers shall act honestly, fairly, ethically and with integrity.

• The Board Members and Senior Managers shall conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position.

• The Board Members and Senior Managers shall deal fairly with all stakeholders.

• The Board Members and Senior Managers shall comply with all applicable laws, rules and regulations.

• The Board Members and Senior Managers shall act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated.

• The Board Members and Senior Managers shall help create and maintain a culture of high ethical standards and commitment to compliance.

• The Board Members and Senior Managers shall not use the Company's property or position for personal gain.

• The Board Members and Senior Managers shall not accept from or give to stakeholders, gifts or other benefits not customary in normal social interaction.

• The Board Members and Senior Managers shall not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company's interests.

• The Board Members and Senior Managers shall not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any other entity.

• The Board Members and Senior Managers shall abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the Board in which they may have a conflict or potential conflict of interest.

• The Board Members and Senior Managers shall disclose any personal interest that they may have regarding any matters that may come before the Board.

Whistleblower Policy

It was observed that in many organizations employees were permitted to remain anonymous while making a disclosure. Employees were given a platform for reporting their concern without fear of retribution or vengeful action from the persons against whom the complaint was submitted. The facility to report wrongdoing in an anonymous manner was hence found to be an effective means of receiving quick feedback from the ground level.

It was felt that a significant change be made in the policy tenets to include the handling of anonymous complaints. This was also in view of the fact that the Company is growing rapidly and needs to enhance the scope of this formalized mechanism for early detection of frauds and malpractices.

Further, for an effective impact of the Policy it was felt that employee awareness be reinforced through appropriate dissemination. The Whistleblower Policy would now form a part of the welcome kit material to be handed over to all new employees on joining The concept and the salient features of the revised policy are reproduced herein below. All employees are advised to go through the policy contents carefully and exercise their right judiciously.

1. Preface
A central tenet in the Company’s Policy on corporate governance is commitment to ethics, integrity, accountability and transparency. To ensure that the highest standards are maintained in these aspects on an on-going basis and to provide safeguards to various stakeholders (including shareholders, depositors and employees) the Company has formulated a “Whistleblower Policy” (“the Policy") that provides employees with the opportunity to address serious concerns arising from irregularities, malpractices and other misdemeanors committed by the Company’s personnel by approaching a Committee set up for the purpose (known as the Whistleblower Committee). In case the offences are committed by senior management, the Policy enables the Company’s staff to report the concerns to the Audit Committee of the Board. As detailed in this document, the Policy is intended to encourage employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate actions, behaviors or practices by staff without fear of retribution.

2. Glossary of Terms
A glossary of terms used in the Policy is outlined below.
(a) “Whistleblower” refers to an employee who voluntarily reports suspected occurrence(s) of illegal, unethical or inappropriate actions, behaviors or practices by staff within the Company.
(b) “Employee” refers to the personnel of the Company (employed in India or overseas).
(c) “Protected Disclosure” refers to any communication by the Whistleblower
(d) “Subject” refers to an employee against whom a Protected Disclosure has been made or against whom evidence has been gathered during the course of an investigation.
(e) “Designated Authority”(e) refers to the Whistleblower Committee or the Chairman of the Audit Committee of the Board.
(f) “Ethical Counselor” (f) refers to a person who is appointed by the Company to provide clarity to employees with reference to the applicability of the Whistleblower Policy.

3. Scope and Coverage of the Whistleblower Policy
As stated above, the Policy is intended to address the concerns of employees relating to any wrongdoing within the Company, enabling them to report suspected occurrence(s) of illegal, unethical or inappropriate actions, behaviors or practices.

Employees who wish to remain anonymous while reporting a wrongdoing may do so under the Policy.

As the range of activities that constitute offence under the Whistleblower Policy is large and it may be difficult to list these exhaustively, the key wrongdoings are stated below: (a) Violation of Code of Conduct for employees

(a) Violation of Code of Conduct for employees
(b) Misuse of office and authority
(c) Violation of laid down rules and regulations or communicated procedures of the Company (relating to accounting, internal control, operations etc.)
(d) Any fraud in preparation of financial statement of the Company
(e) Failure to comply with legal, compliance and regulatory requirements
(f) Misappropriation of funds
(g) Actual or suspected fraud or irregularities including forgery or alteration of documents
(h) Criminal offences committed or likely to be committed that may implicate the Company or otherwise adversely affect its reputation
(i) Discrimination against a member of staff, service recipient or service provider on grounds of sex, caste, religion or disability
(j) Cases of conflict of interest – e.g. sanction of loans, investment decisions, purchase of goods and hiring of services where an employee may have an interest
(k) Any other form of inappropriate/unethical/unlawful action or conduct (conduct may be considered unethical if it undermines universal core ethical values such as integrity and honesty)
(l) Complaints of sexual harassment received by the Whistleblower Committee will be referred to a body set up specifically for the purpose (in terms of a Supreme Court directive of 1997) : the Complaints Committee (Sexual Harassment at Work Place)
(m) An employee who has submitted three complaints or protected disclosures which are seen to be in bad faith will no longer be eligible for further protected disclosures or complaints under the Whistleblower Policy.

4. Role of the Whistleblower
(a) A Whistleblower is a person who will merely report a misdemeanor, as stated earlier, without acting as an investigator and will not, therefore, act on his own in conducting an investigative activity, other than as requested by the Designated Authority or the Audit Committee of the Board.
(b) Following from the above, on detecting a wrong-doing or misdemeanor, the Whistleblower will not determine corrective or remedial action that may be warranted under the circumstances.
(c) The Whistleblower should provide specific and verifiable details in the Protected Disclosure in appropriate language that is not offensive.
(d) The Whistleblower can discuss all matters related to the Whistleblower Policy, including his role and the implications of submitting the Protected Disclosure with the Ethical Counselor. The final decision to submit information under Protected Disclosure will, however, be the sole decision of the employee.
(e) Though they would not necessarily be required to conclusively prove the points contained in the Protected Disclosure, in order to support their disclosure, the Whistleblower should provide sufficient evidence to establish a prima facie case for investigation.

5. Protection available to the Whistleblower
(a) The identity of the Whistleblower (in case revealed) shall be kept confidential and will not be revealed unless required in terms of an order of a court of law.
(b) Complete protection will be given to the Whistleblower against retaliation or retribution consequent upon his/her having reported a Protected Disclosure.
(c) A Whistleblower will not get protection under the Policy if he is himself found guilty of misconduct. In other words, while the Committee will take cognizance of the Protected Disclosure, the employee’s misconduct will be dealt with separately.
(d) The Company will take steps to minimize difficulties that a Whistleblower may face in the submission of a Protected Disclosure. For instance, he will be reimbursed expenses incurred in travel, boarding and lodging for tendering evidence, if warranted.
(e) Suitable disciplinary action (including termination of service) may be taken against the Subject in case he is found guilty of misconduct against the Whistleblower, in retaliation of a complaint submitted.
(f) In case any action has been initiated against the Whistleblower (for acts of omission or commission attributed to him) the disciplinary authority in such cases would be one level higher than the disciplinary authority in the normal course of action.
(g) Any employee who assists in investigating a Protected Disclosure will also be protected to the same extent as the Whistleblower.
(h) In case the protection to the Whistleblower as well as employees assisting in the investigation (as outlined above) is violated in any manner, the same may be reported to the Whistleblower Committee or the Chairman of the Audit Committee.

6. Composition of the Whistleblower Committee
The Whistleblower Committee of the Company will comprise of the following members:
(I) Mr. Bipin Kumar Saraf- MD & CEO
(II) Mr. Kishore Babu Manda- Senior Vice President& COO
(iii) MR. Amith Iyer – Vice President & CFO
Mr. Bipin Kumar Saraf would be the Chairman of the Whistleblower Committee.

7. Role of the Whistleblower Committee
(a) The Committee will consider the credibility of the complaint submitted through the Protected Disclosure, the gravity of the issue raised and the likelihood of proving the allegation(s) from independent, verifiable sources.
(b) The Committee would have the discretion to appoint any official or officials in the Company (considered suitable for the purpose) to carry out a preliminary investigation to establish the applicability of Whistleblower Policy.
(c) The Committee will decide on carrying out further investigation upon the receipt of the report of the official undertaking the preliminary investigation.

8. Ethical Counselor
The Company has appointed an Ethical Counselor to assist employees who have witnessed offences and are in need of counseling about their roles and responsibilities in seeking a redressal of the wrongdoings. To provide clarity to employees with reference to the applicability of the Whistleblower Policy, the Company has appointed Mr. Vishal Sharan, Senior Vice President as the Ethical Counselor. His e-mail ID and contact numbers are as follows:

Email ID -
Telephone no. 022-2425 5719
Mobile no. - 9819459402

9. Procedure for Reporting Protected Disclosures
(a) All Protected Disclosures reported against officials in the ranks of Senior Vice President and below should be addressed to the Whistleblower Committee which may be reported through the following channels :

• Email to the Whistleblower Committee at or
• Email to any of the members of the Committee ( , , ) or

(b) Protected Disclosures against the members of the Whistleblower Committee and employees in the rank of President and above (including MD & CEO) should be addressed to the Company Secretary (who in turn will forward the same to the ACB.)

The Chairman,
Audit Committee of the Board
Axis Finance Ltd.
c/o 7th Floor, Axis House,
Wadia International Centre ,
P.B Marg, Worli,
Mumbai – 400025

(c) There may be occasions when a Whistleblower submits a complaint to a person in the Company other than the members of the Whistleblower Committee. It is proposed that Protected Disclosures received by officials, in the rank of VP and above, be forwarded to the Whistleblower Committee for necessary action.
(d) Protected disclosures should preferably be reported in writing in order to ensure a precise understanding of the issues raised and should either be typed or written in legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistleblower.
(e) It is suggested that the Protected Disclosure be forwarded under a covering letter (or as an attachment to the email message) such that only the covering letter/email message bears the identity of the Whistleblower. The Whistleblower should, preferably, not disclose personal details in the Protected Disclosure that may identify him.
(f) In case the Whistleblower has a personal interest in the matter, it should be disclosed at the outset in the forwarding letter/email message.
(g) The covering letter/email message should prominently indicate that the Protected Disclosure/complaint is being made under the “Whistleblower Policy”.
(h) Copies of documents that may help in establishing the veracity of the Protected Disclosure report/complaint may be attached to the Protected Disclosure.
(i) The envelope containing the Protected Disclosure/complaint (when made in paper form) should be marked “Confidential”.
(j) The Designated Authority shall detach the covering letter/email message and forward only the Protected Disclosure to the Investigators for investigation.
(k) In order that the confidentiality of the Whistleblower (in case of an employee who has revealed his/her identity) is maintained, an acknowledgement of receipt of the Protected Disclosure/complaint will be sent to the Whistleblower only through email.

10. Investigation and Redressal of the Complaint
(a) The Protected Disclosure or complaint received by the Whistleblower Committee will be examined by it within 15 days to determine if a prime-facie case exists for further investigation.
(b) Further investigation will be initiated within 15 days of the receipt of the Protected Disclosure to ensure prompt action.
(c) However, the decision to conduct an investigation is by itself not an acceptance of the allegations. In other words, the investigation process is to be treated as a neutral fact-finding process.
(d) The Subject will normally be informed of the allegations at the outset of a formal investigation and will have the opportunity to provide his inputs during the investigation.
(e) The identity of the Subject(s) as well as the Whistleblower will be kept confidential to the extent possible given the legitimate needs of law and the stage of the investigation.
(f) A Subject will have the right to consult with a person or persons of their choice, other than the Investigators and/or members of the Audit Committee and/or the Whistleblower (Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings).
(g) The Whistleblower will be informed about the final decision normally within 60 days of receipt of the Protected Disclosure.
(h) The Investigation Report with its recommendations will be submitted to the Deputy Managing Director/ACB as the case may be.
(i) If either the Whistleblower or the Subject is dissatisfied with the disposal of his Protected Disclosure report, they may approach the MD & CEO and/or the Chairman of the ACB for review.

11. Outcome of Investigations into Allegations under a Whistleblower Policy
If an investigation leads the Designated Authority to conclude that an improper, unethical, fraudulent act or misconduct has been committed, the Designated Authority shall recommend to the management of the Company to take such disciplinary or corrective action against the erring officials (Subjects) as the disciplinary authority may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject(s) 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.

12. Reporting to the Audit Committee of the Board (ACB)
A quarterly report on the findings under the Whistleblower Policy will be submitted to the ACB for information. The Compliance department will be the convener of the Whistleblower Committee and will monitor and will submit the quarterly reports to the ACB.

13. Display and Notification
The Whistleblower Policy shall be displayed on the Company’s intranet, and a paper copy of this will be made available to any person on demand from any of the offices of the Company. New employees in the Company will be informed about the Policy as part of their joining formalities.

14. Administration of the Whistleblower Policy
The Compliance Officer is responsible for the administration, revision, interpretation and application of this Policy. The Policy will be reviewed and revised as needed.
Please bring the contents of this circular to all the employees of the Company.

AFL- Guidelines on Corporate Governance

AXIS FINANCE’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders. The Company believes that all its operations and actions must serve the underlying goal of enhancing long-term shareholder value. In our commitment to practice sound governance principles, we are guided by the following core principles:

• TRANSPARENCY To maintain the highest standards of transparency in all aspects of our interactions and dealings.
• DISCLOSURES To undertake timely dissemination of all price sensitive information and matters of interest to our stakeholders.
• EMPOWERMENT AND ACCOUNTABILITY To demonstrate the highest levels of personal accountability and to ensure that employees consistently pursue excellence in everything they do
• COMPLIANCES To comply with all the laws and regulations applicable to the company.
• ETHICAL CONDUCT To conduct the affairs of the company in an ethical manner.

RBI GUIDELINES ON CORPORATE GOVERNANCE

In order to enable NBFCs to adopt best practices and greater transparency in their operations, RBI has in its Master Direction- Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (Ref: RBI/DNBR/2016-17/45 Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 updated as on October 17, 2016) advised all applicable NBFCs to frame their internal guidelines on corporate governance with the approval of the Board of Directors. In pursuance of the same, the Company has framed the following internal Guidelines on Corporate Governance.

BOARD OF DIRECTORS

The Board of Directors along with its Committees shall provide leadership and guidance to the Company's management and direct, supervise and control the performance of the Company. The Board of Directors of the Company shall be constituted with proper balance of Executive Directors & Non-Executive Directors and shall also have a proper representation of Women Director/s and Independent Directors, pursuant to the provisions of Companies Act, 2013 and to the extent applicable also with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

The Board shall periodically review Compliance Reports of all laws applicable to the Company prepared by the Company as well as steps taken by the Company to rectify instances of non-compliance.

Evaluation of performance of all Directors should be undertaken annually. In this regard the Company should implement a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

BOARD MEETINGS

The Board should meet at least once in a quarter to consider among other businesses, quarterly performance of the Company and ﬁnancial results. In order to enable the Board to discharge its responsibilities effectively and take informed decisions, necessary information should be made available to the Board including circulation of agenda and notes thereof as well as presentations on ﬁnancials and other critical areas of operations of the Company. Adequate notice should be given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance for seeking and obtaining further information and clariﬁcations on the agenda items before the meeting and for meaningful participation at the meeting. The Board should also be kept informed of major events/items and approvals that are being taken wherever necessary. The Managing Director & CEO, should keep the Board apprised of the overall performance of the Company at such meetings and also otherwise.

COMMITTEES OF THE BOARD & MANAGEMENT

To assist the Board of Directors, a set of independent, qualiﬁed and focused committees of the Board comprising Directors of the Company should be constituted. These Board Committees should have speciﬁc terms of reference/scope to focus effectively on the issues and ensure expedient resolution of diverse matters. The Committees should operate as empowered agents of the Board as per their charter/terms of reference. The minutes of the meetings of all Committees of the Board shall be placed before the Board for discussions / noting. While the RBI Master Direction mentioned above, require the setting up of an Audit Committee, Nominations Committee, Risk Management Committee and the Asset Liability Management Committee (ALCO), the Companies Act, 2013 read with the SEBI LODR Regulations, requires setting up of an Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Risk Management Committee and Stakeholders Relationship Committee / Grievance Redressal Committee.

Audit Committee – The Audit Committee shall be constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI LODR regulations (as applicable). The matters pertaining to ﬁnancial results and auditors report shall be taken care of by the Audit Committee and they shall have the powers, functions and duties as laid down in the Companies Act, 2013. The Audit Committee shall ensure that an Information System Audit of the internal systems and processes is conducted at least once in two years to assess operational risks faced by the Company.

Nomination and Remuneration Committee - The Nomination and Remuneration Committee shall be constituted in accordance with the provisions of the Companies Act, 2013. The committee shall look into the matter pertaining to remuneration of Key Executives & Directors and shall also ensure 'fit and proper' status of proposed/ existing directors. The role of the Nomination and Remuneration Committee shall inter-alia include the following:

• 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;
• formulation of criteria for evaluation of performance of independent directors and the board of directors;
• devising a policy on diversity of board of directors;
• 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.
• 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.

Risk Management Committee (RMC) – The RMC shall be constituted in accordance with the provisions of the Companies Act, 2013 and shall manage the integrated risk and further oversee the Risk Management function of the Company. The RMC shall also monitor and review the risk management plan of the Company.

Asset Liability Management Committee (ALCO Committee) – The ALCO is a decision making unit responsible for balance sheet planning from risk-return perspective including the strategic management of interest rate and liquidity risks. The ALCO, shall consider, inter alia, product pricing for both deposits and advances, desired maturity profile and mix of the incremental assets and liabilities, prevailing interest rates offered by other peer NBFCs for the similar services/product, etc. The ALCO shall also articulate the current interest rate view of the Company and base its decisions for future business strategy on this view. In addition to monitoring the risk levels of the Company, the ALCO shall review the results of and progress in implementation of the decisions made in the previous meetings. The ALCO comprises of three members and is headed by MD & CEO.

CSR Committee – The committee shall be constituted in in accordance with the provisions of the Companies Act, 2013 and shall focus on compliance of CSR policy and framework by the Company and shall monitor the expenditure to be incurred by the Company.

Grievance Redressal Committee – The committee shall be constituted in in accordance with the provisions of the Companies Act, 2013 and shall specifically look into the mechanism of redressal of grievances of shareholders, debentures holders and other security holders. The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

The Company has additionally set-up a Committee of Directors (COD), which approves / ratifies all the credit proposals. The COD comprises of 4 members.

The Company Secretary acts as the Secretary to all the meetings of the above listed committees.

ROTATION OF PARTNERS OF THE STATUTORY AUDITORS AUDIT FIRM
The Company shall rotate the partner/s of the Chartered Accountant firm conducting the audit, every three years so that same partner shall not conduct audit of the company continuously for more than a period of three years. However, the partner so rotated shall be eligible for conducting the audit of the Company after an interval of three years, if the Audit Committee / Board of Directors of the Company so decides.

DISCLOSURE AND TRANSPARENCY
(1) The Company shall put up to the Board of Directors, at regular intervals, as may be prescribed by the Board in this regard, the following:

(i) the progress made in putting in place a progressive risk management system and risk management policy and strategy followed by the Company;
(ii) conformity with corporate governance standards viz., in composition of various committees, their role and functions, periodicity of the meetings and compliance with coverage and review functions, etc.

(2) The Company shall also disclose the following in its Annual Financial Statements:

(i) registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators;
(ii) ratings assigned by credit rating agencies and migration of ratings during the year;
(iii) penalties, if any, levied by any regulator;
(iv) information namely, area, country of operation and joint venture partners with regard to joint ventures and overseas subsidiaries and
(v) Asset-Liability profile, extent of financing of parent company products, NPAs and movement of NPAs, details of all off-balance sheet exposures, structured products issued by them as also securitization/ assignment transactions and other disclosures

SHAREHOLDERS
Shareholders shall be informed of details regarding the appointment or reappointment of a Director. Half yearly results and presentations made by the Company to analysts shall be put on the Company's web-site or sent to the Stock Exchange on which listed.

POLICIES ADOPTED BY THE COMPANY

Nomination and Remuneration Policy- The Company has a Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto as amended from time to time. The policy shall apply to all Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management. The Policy lays down the roles of the Committee, criterion for appointment of Directors, Key Managerial Personnel and Senior Management and parameters for determining the remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

Corporate Social Responsibility (CSR) Policy - CSR Policy has been framed in accordance with Section 135 of the Companies Act, 2013 and the rules framed thereunder. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation.

Policy on Fit and Proper Criteria – The Company has adopted a Board approved policy for ascertaining the fit and proper criteria of the directors at the time of appointment, and on a continuing basis. In terms of the said policy the Company ensures to:

a) obtain a declaration and undertaking from the directors giving additional information on the directors as per the laid down format;
b) obtain a Deed of Covenant signed by the directors, as per the laid down format; and
c) furnish to the Reserve Bank of India a quarterly statement on change of directors, and a certificate from the Managing Director of the Company that fit and proper criteria in selection of the directors has been followed.

The Company should ensure that the statement as mentioned in c) above reaches the Regional Office of the Department of Non-Banking Supervision of the Reserve Bank of India, Mumbai, within 15 days of the close of the respective quarter. Further the Company should also ensure that the statement submitted by the Company for the quarter ending March 31, is certified by the Statutory Auditors of the Company.

Policy on Anti-Money Laundering (AML) standards/ Know Your Customer (KYC) norms/ Combating of Financing of Terrorism (CFT) – The Policy is designed to establish principles and standards to protect against attempts at laundering money through the Company. The objective of the policy is to enable the Company to understand it’s customers and their financial dealings in the interest of managing the related risks better. The policy is intended at preventing the Company from being used, intentionally or unintentionally, by the criminal elements for money laundering and financing of terrorist activities.

Code of Conduct for Employees - The Company has adopted the code of conduct for employee and also directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company.

Vigil Mechanism / Whistle Blower Policy - The Company has a Whistle Blower Policy in place to deal with instance of fraud and mismanagement, if any. Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities.

Fair Practice Code- The code is in conformity with the guidelines on Fair Practices Code for NBFCs and has been developed with an objective of:

(a) Ensuring fair practices while dealing with customers
(b) Greater transparency enabling customers in having a better understanding of the product and taking informed decisions
(c) Building customer confidence in the company

Interest Rate Policy - The Company has adopted an Interest Rate Policy, which is been framed pursuant to RBI’s circular. The policy lays out the internal principles and procedures in determining interest rates, processing and other charges. The policy also lays out the interest rate model adopted by the Company for applying the interest rates for the assets.

Grievance Redressal Policy – The Grievance Redressal Policy is framed with an aim to provide quick amends to customer issues. It has been drafted keeping the customer’s needs in mind and is based on the following principles:

• Fair treatment to the customers at all times
• Customer complaints to be dealt with complete courteously and priority
• Complete information provided to the customers to escalate their complaints, to a higher hierarchal authority
• Company will treat all complaints efficiently and fairly
• Employees work in good faith and in the interest of the customers

Document Handling Policy - The Listing Regulations has mandated listed entities to formulate a Policy for Preservation of Documents. It is in this context that the Policy for Preservation of Documents / Document Handling Policy is being framed and implemented by the Board of Directors of the Company. The Policy lays down the Company’s policy and operating guidelines with regard to safety and security of stationery, documents and other records.

The above policies are reviewed by the Board of Directors from time to time.

CEO/CFO CERTIFICATION

The Managing Director & CEO and the CFO shall make the necessary certifications regarding the Financial Statements, internal controls, etc. to the Board.

COMPLIANCE OFFICER

The Company Secretary shall be the Compliance Officer of the Company.

OTHERS

The aforesaid guidelines will be reviewed periodically /revised as and when there are any new changes incorporated by law or otherwise. These guidelines will be made available on the website of the Company (www.axisfinance.co.in) for the information of its various stakeholders. Any enhancement(s) or change(s) in the scope of this guidelines will be uploaded from time to time in future on the said website.

Caution Notice

It has come to our notice that certain individuals misrepresent themselves to be associated with Axis Finance Ltd. (hereby referred to as "AFL") and based on this deception, they make fictitious offers for loan products using our brand name or logo. AFL is not associated with such individuals / entities and the general public is hereby cautioned not to deal with such fraudsters who claim to be representatives of AFL, through web / email or otherwise. Any person entertaining such individuals / entities without verifying and confirming with AFL shall be doing so at his / her own risk and cost and AFL shall not be liable for any loss, damages or consequences thereof to any such person.

General public are advised not to accept any such loan offers and not to divulge any personal / other information to such callers offering loans without interest, loans secured by insurance payable annually, etc. in the name of AFL unless the identity of the person or entity is established and verified. If you come across suspicious product offers and loan proposals, please contact the local police station (cyber cell unit) and intimate us of the same.

Any person found to be indulging in such misrepresentation, cheating, fraud, dishonest and malafide actions will be dealt with strictly, including filing of criminal charges against them for damaging the interest of AFL.

Fair Practice Code

The Reserve Bank of India (RBI) has issued guidelines on Fair Practices Code for Non- Banking Financial Companies (NBFCs) thereby setting standards for fair business and corporate practices while dealing with their customers. Axis Finance Ltd. (“the Company/AFL”) hereby furnishes the Fair Practices Code (“the FPC”) based on the guidelines issued by RBI. The Company shall also make appropriate modifications in the FPC from time to time to confirm to the standards that may be prescribed by RBI from time to time. Considering the nature of business of the Company, it is proposed to establish the following as the Fair Practices Code for the Company’s lending activities.

The Fair Practices Code, as mentioned herein below, is in conformity with these Guidelines on Fair Practices Code for NBFCs as contained in the aforesaid RBI Circular. This sets minimum Fair Practice standards for the Company to follow when dealing with customers. It provides information to customers and explains how the Company is expected to deal with them on a day to day basis.

Objective of the Code
The code has been developed with an objective of:
(a) Ensuring fair practices while dealing with customers
(b) Greater transparency enabling customers in having a better understanding of the product and taking informed decisions
(c) Building customer confidence in the company

(i) Applications for Loans and their processing
(a) Axis Finance Limited (“The Company/ AFL) offers various financial products in the wholesale & Retail segments. All communications to the borrower shall be in vernacular language as understood by the borrower.
(b)The ‘Application Form / appropriate documents’ of AFL for each of these products offered by the Company is different depending upon the requirement of each product and will include all information that is required to be submitted by the Borrower. Necessary information will be provided by AFL to facilitate the Borrower in making a meaningful comparison with similar terms and conditions offered by other Non-Banking Finance Companies (NBFCs) and taking an informed decision based on the aforesaid comparison.
(c)The ‘Application Form/ appropriate documents’ of AFL may also indicate the list of documents required to be submitted by the Borrowers along with the Application form.
(d) AFL has a mechanism of giving an acknowledgement for receipt of Application form to its Borrower for availing loans. AFL would inform the Borrower about its decision within reasonable period of time from the date of receipt of all the required information in full.

(ii) Loan appraisal and terms/ conditions
AFL shall convey in writing to the Borrower by way of a sanction letter or otherwise, the amount of limit sanctioned along with all the terms and conditions including annualized rate of discount/ interest and method of application thereof and keeps the acceptance of these terms and conditions by the borrower on AFL’s record. Any clause relating to penal interest charged for late repayment will be specified in bold in appropriate documentation. AFL at the time of sanction / disbursements of loans will furnish a copy of loan agreement to the borrower in the vernacular language as understood by the borrower along with a copy each of all enclosures quoted in the loan agreement.

(iii) Disbursement of loans including changes in terms and conditions
(a) Through its published website or as appropriate if specific to a customer, AFL will give Notice to all its Borrowers, of any change in the terms and conditions of the sanction in the vernacular language as understood by the borrower. AFL will also ensure that changes in discount/ interest rates and charges are effected only prospectively. A suitable condition in this regard should be incorporated in the loan agreement.
(b) Decision to recall/ accelerate payment or performance under the Agreement will be in consonance with the respective loan Agreement.
(c)AFL will release all securities of its Borrower only on repayment of all dues by such Borrower, or only on realization of the outstanding amount of the Borrower’s availed limit, subject to any legitimate right or lien for any other claim which AFL may have against its Borrower. If such right of set off is to be exercised, the Borrower will be given notice about the same with full particulars about the remaining claims and conditions under which AFL will be entitled to retain the securities till the relevant claim is settled or paid by the Borrower.

(iv) General
(a) AFL will refrain from interference in the affairs of its Borrower except for the purposes provided in the terms and conditions of the respective loan agreement (unless new information, not earlier disclosed by the Borrower, which may come to the notice of AFL).
(b) In case of receipt of request from the Borrower for transfer of Borrower account, the consent or otherwise i.e. objection of AFL, if any, is generally conveyed to such Borrower within 21 days from the date of receipt of the Borrower’s request. Such transfer will be as per transparent contractual terms in consonance with all the applicable laws
(c) In the matter of recovery of outstanding dues of its Borrower, AFL does not resort to undue harassment viz. persistently bothering the borrowers at odd hours, use of muscle power for recovery of loans/dues, etc. Training will be imparted to ensure that staff is adequately trained to deal with customers in an appropriate manner.

(v)Regulation of Excessive Interest charged
The Company has laid down appropriate internal principles and procedures in determining interest rates and processing and other charges.
The Company has adopted an interest rate model taking into account cost of funds, margin and risk premium etc. for determining rate of interest to be charged for loans and advances.
The rate of interest to be charged depends much upon the gradation of the risk of borrower viz. the financial strength, business, regulatory environment affecting the business, competition, past history of the borrower etc.

(vi)Grievance Redressal Mechanism
Borrowers and others who have grievances in respect of decisions of AFL’s functionaries may write to us at the below mentioned address: Axis Finance Limited
Axis House, Ground Floor, Wadia International Centre, P.B Marg,
Worli, Mumbai- 400 025
Tel: 022 2425 2425
Email:

In case the complaint is not resolved within the given time or if he/she is not satisfied with the solution provided by AFL, the customer can approach the Grievance Redressal Officer. The name and contact of the Grievance Redressal Officer is as follows:

Mr. Ashish Sampat
Tel: No.+91-22- 62260116
Email:

If the complaint/dispute is not redressed within a period of one month, the customer may approach and lodge a complaint to the respective zone wise RBI NBFC Ombudsman office. The customer can access the Ombudsman scheme for NBFCs alongwith the salient features of the scheme, contact details of Nodal Officer and address of RBI NBFC Ombudsman offices on AFL website.

To register complaints, the customers may use the channels mentioned above. If the complaint has been received in writing, AFL will endeavour to send an acknowledgement / response within a week.

Once the matter is examined, AFL endeavours to either send a final response to the customer or an intimation seeking more time within one month upon receipt of complaint.

Complaints that are received at our end will be seen in the right perspective and would be analysed from all possible angles.

The communication of AFL’s stand on any issue will be provided to the customers. Complaints that require some time for examination of issues involved will be acknowledged promptly.

The aforesaid policy will be reviewed periodically /revised as and when there are any new changes incorporated by AFL in handling complaints / grievances of the customer which includes introduction of new grievance channels, if any.

This Fair Practices Code will be available on the website of the company, for the information of its Borrowers and various stakeholders. Any enhancement(s) or change(s) in the scope of this code will be uploaded from time to time in future on the said website

Privacy Policy

Use of Information and Materials
The information contained in this website is for general information purposes only "as is" basis without any representations or warranties. While we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. By accessing this site and any pages thereof, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions below, do not access this site or any pages thereof.

Terms of use
The information and materials contained in these pages - and the terms, conditions, and descriptions that appear - are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final Axis Finance Limited determination and acceptance. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Every effort is made to keep the website up and running smoothly. However we take no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control. This web site and its contents is copy right of Axis Finance Limited. All rights are reserved. Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any financial matter you should consult an appropriate professional.

Limitation of Liability
In no event will Axis Finance Limited be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with this site or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Axis Finance limited, or representatives thereof, are advised of the possibility of such damages, losses or expenses. Hyperlinks to other internet resources are at your own risk; the content, accuracy, opinions expressed, and other links provided by these resources are not investigated, verified, monitored, or endorsed by Axis Finance Limited.

Submissions
All information submitted to Axis Finance Limited via this site shall be deemed and remain the property of Axis Finance Limited. Axis Finance Limited shall be free to use, for any purpose, any ideas, concepts, know-how or techniques contained in information a visitor to this site provides Axis Finance Limited through this site. Axis Finance Limited shall not be subject to any obligations of confidentiality regarding submitted information except as agreed by the Axis Finance Limited, entity having the direct customer relationship or as otherwise specifically agreed or required by law. Axis Finance is committed to safeguard the confidentiality and security of information of the users of this web site. Axis Finance may disclose any information that is provided through this web site to: any company within the Axis Bank Group, to any other person or entity with the consent of the client, or if Axis Finance has a right or duty to disclose or is permitted or compelled to so disclose such information by law, for the time being in force. For example, Axis Finance may share/provide information with/to judicial bodies and regulatory authorities who have jurisdiction over Axis Finance. Axis Finance may also enter into agreement(s) with other company(ies) to provide services to Axis Finance or make services and products available to its clients and they may thus receive information about the users, but they may only use it for those purpose(s) that Axis Finance specifies.

No warranties
This web site, the information and materials on the site, and any software made available on the web site, are provided "as is" without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement, or fitness for any particular purpose or warranty of any kind, express or implied, regarding third party content. Inspite of AFL's best endeavours, there is no warranty of the website being free of any computer viruses. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.

Unlawful use of this website We reserve the right to investigate complaints or reported violations of this Privacy Policy and to take any action as deemed appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons, or entities relating to users profiles, e-mails, addresses, usage history, posted materials, IP addresses etc.

Governing law and jurisdiction
This website is for informational purposes only and should not be construed as technical advice of any manner and by viewing it you are deemed to agree to jurisdiction of the courts at Mumbai, India in respect of any action arising there from or related thereto.

Reasonableness
By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable. If you do not think they are reasonable, you must not use this website.

Unenforceable provisions
If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Other parties
You accept that, as a limited liability entity, we have an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website.

Policy on Corporate Social Responsibility

1. The Company recognizes the importance of good corporate governance and corporate social responsibility in promoting and strengthening the trust of its shareholders and other stakeholders.

2. The CSR Policy shall be guided by the Company’s corporate vision and the aspiration to be the Company of Choice for Customers, Shareholders, Employees and Community.

3. The Company’s CSR Policy has been framed in accordance with Section 135 of the Companies Act 2013 and the rules framed thereunder. The Policy shall apply to all CSR programs undertaken/sponsored by the Company executed through Axis Bank Foundation or through any other Trust and to the contributions made by the Company to Prime Minister's National Relief Fund or any other fund set up by the Government.

CSR Purpose Statement
To make a meaningful and measurable impact in the lives of underprivileged and vulnerable communities of the country by supporting initiatives aimed at creating conditions suitable for sustainable livelihood in these communities. The Company also aims to promote literacy among the disadvantaged and differently-abled people.

CSR Guiding Principles
1. To create meaningful socio-economic impact in the lives of vulnerable and underprivileged sections of the society that include differently-abled, street children, destitute women, children of sexually exploited women and people suffering from natural disasters.
2. To create sustainable livelihood, as stated above, through interventions that facilitate access to Government’s programs, schemes and infrastructure, particularly relating to the areas of education, natural resource management, agriculture, horticulture and livestock development, micro-enterprise, vocational training and skill development.
3. To ensure project management through application of results-based management approach, focusing on appropriately defined systems and processes that measure the impact of the various projects and activities.
4. To develop as a learning organization through focus on documentation, qualitative research and dissemination to internal and external stakeholders.

CSR Program Areas

1. Axis Finance will support programs and activities in the following areas.
1.1. Education
a. Special education for the disabled:
Support basic, secondary and vocational education for children and youth with disability. Increase outreach to the disabled and provide them with access to education (at the primary, secondary and higher secondary levels) and vocational training.
b. Access to quality education for street children and children of sexually-exploited women:
Provide education to street children and children of sexually exploited women and facilitate access to age-appropriate formal education and vocational opportunities.

1.2. Vocational education and training
a. Support vocational education, life skill coaching and career counselling:
Provide orientation and handholding support to children of secondary and higher secondary level on available career options, and employable vocational and technical skills.
b. Skill development through vocational education and training:
Provide skilling, re-skilling and multi-skilling support to youth for gainful employment.

2. Livelihood enhancement and rural development
a. Natural resource management, soil and water conservation:
Management of natural resources leading to more productive outcome for agriculture and associated livelihood. Support rural and village communities through non-farm based livelihood development.
b. Access to finance/financial inclusion and entrepreneurship development:
Support creation of sustainable income sources through micro-finance and microenterprise development and strengthen mechanisms for alternative livelihood.

3. Medical relief and trauma care:
The Company has been working on providing medical relief and trauma care for victims of accidents through its Foundation. It also seeks to create a trained community of service providers who can provide immediate assistance to victims of accidents. The Company shall continue working on such programs as part of its overall contributions towards promoting healthcare.

4. Capacity building of personnel and NGO partners:
The Company will build the capabilities of its own personnel as well as that of executing and implementing agencies through training, conferences and experience sharing programmes.

5. Humanitarian relief:
The Company will support relief efforts during natural calamities in India.

6. Armed Forces Veterans:The Company will institute a program for the benefit of armed forces veterans, war widows and their dependents, widows of armed forces injured in action.

CSR Budget
1. The CSR Committee will abide by the provisions relating to annual expenditure on CSR activities as laid down in Section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time.
2. The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.

Validity of CSR policy
1. The Committee may amend the CSR Policy as may be required from time to time.

Execution of CSR
1. The Company shall implement its programs through its Foundation as well as through other agencies and entities as it deems suitable for executing its strategy for CSR.

CSR Governance Structure

Roles and responsibilities: Axis Finance Board of Directors
The Board of Directors of the Company will be responsible for:
1. Approval of the CSR Policy of the Company.
2. Disclosure of the Policy in its report and placing the same on the Company’s website as prescribed under Section 135 of the Companies Act 2013.
3. Ensure that it specifies the reasons in its report for not spending the earmarked amount in case the Company does not spend such amount during the financial year.
4. It will have the power to make any change(s) in the constitution of the CSR Committee.

Monitoring and Reporting Framework
The Company will institute a well-defined monitoring and evaluation mechanism to ensure that each CSR project has:
1. Clear objectives developed out of societal needs that are determined through baselines studies and research.
2. Precise targets, time lines and measureable parameters wherever possible.
3. A progress monitoring and reporting framework aligned to the requirements of Section 135 of the Companies Act.

Budget Monitoring
1. The Company will establish an accounting system to ensure project-wise accounting of CSR spends.

Reporting Framework
1. The progress of CSR projects and expenditure will be reviewed by the CSR Committee once a quarter.
2. The Company will report on CSR performance in its annual report as per the structure and format prescribed in the notified CSR Rules.

Data Privacy Policy

Axis Finance Limited (AFL) recognizes the expectations of its customers with regard to privacy, confidentiality and security of their personal information that resides with AFL. Keeping personal information of customers secure and using it solely for activities related to AFL and preventing any misuse thereof is a top priority of AFL. AFL has adopted the privacy policy aimed at protecting the personal information entrusted and disclosed by the customers [“the Policy”]. This policy governs the way in which AFL collects, uses, discloses, stores, secures and disposes of personal information and sensitive personal data or information.

Definitions

”Personal information” means any information that relates to a natural person, which either directly or indirectly, in combination with other information available or likely to be available with AFL, is capable of identifying such person.

“Sensitive personal data or information” of a person means such personal information which consists of information relating to:

• password;
• financial information such as Bank account or credit card or debit card or other payment instrument details;
• physical, physiological and mental health condition;
• sexual orientation;
• medical records & history;
• biometric information;
• any detail relating to the above clauses as provided to body corporate for providing service;
• any of the information received under above clauses by body corporate for processing, stored or processed under lawful contract or otherwise.

Provided that, any information that is freely available or accessible in public domain or furnished under the Right To Information act, 2005 or any other law for the time being in force shall not be regarded as sensitive personal data or information for the purposes of this policy.

Applicability

This Policy is applicable to personal information and sensitive personal data or information collected by AFL directly from the customer or through AFL online portals, mobile apps and electronic communications as also any information collected by AFL server from the customer’s browser.

Purpose of Collection and Use of Personal Information

AFL collects and uses the financial information and other personal information from its customers. This information is collected and used for specific business purposes or for other related purposes designated by AFL or for a lawful purpose to comply with the applicable laws and regulations. AFL shall not divulge any personal information collected from the customer, for cross selling or any other purposes.

The authenticity of the personal information provided by the customer shall not be the responsibility of AFL.

Any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as personal information for the purposes of this Policy and AFL shall not be responsible for the same.

Disclosure of Personal Information

The personal information collected by AFL shall not be disclosed to any other organization except:
1. where the disclosure has been agreed in a written contract or otherwise between AFL and the customer;
2. where AFL is required to disclose the personal information to a third party on a need-to-know basis, provided that in such case AFL shall inform such third party of the confidential nature of the personal information and shall keep the same standards of information/ data security as that of AFL.

Reasonable Security Practices and Procedures

The security of personal information is a priority and is protected by maintaining physical, electronic, and procedural safeguards that meet applicable laws. AFL shall take reasonable steps and measures to protect the security of the customer’s personal information from misuse and loss, un-authorized access, modification or disclosure. AFL maintains its security systems to ensure that the personal information of the customer is appropriately protected and follows the extant standard encryption norms followed for the transmission of information. AFL ensures that its employees and affiliates respect the confidentiality of any personal information held by AFL.

Contact Information

In order to address any discrepancies or grievances related to the personal information residing with AFL, the customer may visit:
https://www.axisfinance.co.in/contact/complaints.aspx

Notice of change

AFL may, from time to time, change this Policy. The effective date of this Policy, as stated below, indicates the last time this Policy was revised or materially changed.

Cookie policy

AFL’s digital platforms use various third party services to promote their products and services. These third party services use cookies which are downloaded to customer’s device when they visit a website in order to provide a personalized browsing experience. Cookies are used for lots of tasks like remembering customer’s preferences & settings, provide personalized browsing experience and analyze site operations. These cookies collect information about how users use a website, for instance, how often visited pages. All information collected by third party cookies is aggregated and anonymous. By using AFL’s website user/s agree that these types of cookies can be placed on his/her device. User/s is free to disable/delete these cookies by changing his/her device / browser settings. AFL is not responsible for cookies placed in the device of user/s by any other website and information collected thereto.

Effective Date

9th July 2018

Interest Rate Policy

Interest Rate Rationale [2017-18]

Policy for Determining Interest Rates, Processing & Other Charges
Interest Rate
Rate of interest is determined by Axis Finance on the basis of various factors including but not limited to cost of funds, matching tenure cost, return on asset required, external credit rating, internal returns threshold, regulatory policies / environment, inherent credit and default risk in the product and the clients, nature and value of primary and collateral securities, haircut / margin, carrying cost, operating cost or any other relevant factor such as prevalent market lending rates in the industry, etc.

Fund Transfer Pricing (FTP) Methodology
Interest rates for assets shall be determined as under:
Minimum Rate of Interest = Matching tenor cost for the respective type of product (as narrated hereunder) plus Proportionate Operating Cost as a percentage of Assets (as calculated hereunder) plus AFL’s margin of 1.50%.

Matching Tenor Cost shall be determined as under:

Asset Type	Matching Tenor Cost (to be advised by CFO from time-to-time)
Event Based Assets (like IPO / FPO funding, Open Offer funding, etc.)	CP cost for the 7-45 days bucket.
Margin Trade Funding (MTF)	CP cost for the 2-3 month bucket.
Loan Against Shares (LAS) – Retail Loan Against Property (LAP) – Retail	CP cost for the 6 month bucket.[*]
Loan Against Shares (LAS) - Corporate	CP cost for the 1 year bucket.[*].
Corporate Real Estate / Structured Funding	Borrowing cost through issue of NCDs for the respective tenor. However, if the proposed loan tenor is upto 1 year, the matching CP tenor cost for the tenor shall be considered.

[*] or other matching maturity if need be.

Operating Cost as a percentage of Assets = Total Operating Cost for the previous financial year / Total Assets as on the last day of the previous financial year x 100. For loans with tenor of 12 months & above, the percentage operating cost determined as above shall be considered. For loans with tenor of < 12 months, proportionate percentage operating cost shall be considered. The sanctioning authority shall be empowered to approve a higher rate of interest for the loan / facility, subject to an overall cap of 20% p.a. Further, the sanctioning authority shall be empowered to approve a lower rate of interest for the loan / facility after adequately justifying the same in the approval note. The interest rate and yield for each of the loan product would be decided by the Asset Liability Management Committee (ALCO) from time to time considering the above mentioned factors.

The business will charge different rates of interest for different customers under similar products or different rates for the same customers under different products, depending on gradation or risk of the customer and of the products. Axis Finance adopts discrete interest rate model / policy whereby the rate of interest for each disbursement would be evaluated independently giving due consideration to any or a combination of a few or all factors listed above. Interest rates shall be intimated to the customers at the time of sanction/ availing of the loan and the repayment schedules shall be made available to the customer. Interest rate changes would be prospective in effect and intimation of change of interest, if any, or other charges would be communicated promptly to the customer.

Processing & Other Charges
Besides interest, other financial charges like processing fees, cheque return charges, pre-payment / foreclosure charges, part disbursement charges, cheque swaps, cash handling charges, RTGS / other remittance charges, commitment fees, charges on various other services like issuing No Dues Certificate, NOC, letters ceding charges on assets / security, security swap & exchange charges etc. would be levied by the Company wherever considered necessary. Besides the base charges, the service tax / GST and other cess would be collected at applicable rates from time to time. These charges would be decided by respective department heads in consultation with Operations & Financial Accounting teams. This policy should always be read in conjunction with RBI guidelines, directives, circulars and instructions. The Company will apply best industry practices so long as such practices do not conflict with or violate RBI guidelines.

Dividend Distribution Policy

1. PURPOSE, OBJECTIVES AND SCOPE
The Company recognizes the need to lay down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to its shareholders and/ or retaining or plough back of its profits.
The objective of the Policy is to appropriately reward shareholders through dividends while retaining the capital required for supporting future growth. This Policy is applicable to dividend declared/recommended on the equity shares of the Company. The Company is deeply committed to driving superior value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium term and long term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well as long term needs of the busines

2. REGULATORY COMPLIANCE
The Company can declare dividend only after ensuring compliance with the Companies Act, 2013, the Rules made thereunder and regulatory guidelines issued by RBI from time to time

3. DIVIDEND
Under Section 2(35) of the Companies Act, 2013, “Dividend” includes any interim dividend. In common parlance, “dividend” means the profit of a company, which is not retained in the business and is distributed among the shareholders in proportion to the amount paid-up on the shares held by them.

4. PARAMETERS FOR DECLARATION OF DIVIDEND
Dividends will generally be recommended by the Board once a year after the announcement of annual results and before the Annual General Meeting (AGM) of the shareholders, as may be permitted by the Companies Act, 2013. The dividends for any financial year shall normally be paid out of the Company profits for that year. If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Companies Act 2013 and Statutory Regulations, as applicable. The Board may also declare one or more Interim Dividends during the year. The Dividend pay-out decision may depend upon certain external and internal factors:

EXTERNAL FACTORS
State of Economy: In case of uncertain or recessionary economic and business conditions, Board will endeavour to retain larger part of the profits to build up reserves and absorb future shocks.

INTERNAL FACTORS
Apart from various external factors as mentioned above, the Board will take into account various internal factors while declaring Dividend, which inter alia would include:

• Income/Profits earned during the year
• The Company’s liquidity position and future cash flow needs;
• Past dividend Trends ;
• Prevailing Taxation Policy or any amendments expected thereof, with respect to Dividend distribution;
• Present and future capital requirements of the business;
• Cost and availability of alternative sources of financing;
• Buyback of shares or any such alternate profit distribution measure
• Any other relevant factors that the Board may deem fit to consider before declaring Dividend

5. CIRCUMSTANCES UNDER WHICH THE SHAREHOLDERS MAY NOT EXPECT DIVIDEND
The shareholders of the Company may not expect Dividend under the following circumstances:

I. In the event of a growth opportunity where the company may be required to allocate significant amount of capital ;
II. In the event of higher fund requirements for business operations or otherwise.
III. In the event of inadequacy of cash flow available for distribution
IV. Allocation of cash required for buy-back of securities;
V. Any of the above referred internal or external factors, including any regulatory or contractual restriction, if any, restraining the Company from considering dividend;

6. UTILISATION OF RETAINED EARNINGS
The Company shall endeavour to utlise the retained earnings in the following manner

• For expansion and growth of the business;
• Additional investments in existing business;
• Declaration of Dividend;
• General Corporate purpose and
• Any other specific purpose as may be approved by the Board

7. POLICY AMENDMENT & REVIEW
This Policy will be reviewed annually and placed before the Board of Directors of the Company. The Policy will also be subject to amendments necessitated due to changes in laws, rules, and regulations as and when required. Any changes or revisions to the Policy will be communicated to the Shareholders in a timely manner

Letter of Appointment Independent Directors

Date: _________

To,
Mr / Mrs. _____________
Dear Sir / Madam,

Re: Your Appointment as the Independent Director of Axis Finance Limited

A. Preliminary

Your appointment is subject to the following:

1. During your tenure as an Independent Director, you will have to submit a declaration at the beginning of every Financial Year under Section 149 (7) of the Companies Act, 2013 (“Act”) stating that you meet the criteria of Independence.
2. So long as you are an Independent Director of the Company, the number of companies in which you hold office as a Director or a chairman or committee member will not exceed the limit stipulated under the Act.
3. So long as you are an Independent Director of the Company, you will ensure that you do not get disqualified to act as a Director pursuant to the provisions of Section 164 of the Act.
4. You will ensure compliance with other provisions of the Act as applicable to you as an Independent Director.

B. Term
Your Appointment is for a term of ___ years commencing from _________ upto

C. Committees
You shall be appointed on the various Committees of the Board as and when decided by the Board of Directors of the Company in compliance with the Companies Act, 20- 13 or other provisions as stipulated by law/regulations applicable to the Company.

D. Code of Conduct and Duties and Responsibilities

1. You will abide by the Company’s Code of Ethics and Business Principles Applicable to Non-Executive Directors and business principles to the extent applicable to an Independent Director of the Company.
2. You will abide by the guidelines of professional conduct, role, function and duties as an Independent Directors provided in Schedule IV of the Companies Act, 2013, as set out at Annexure-1 hereto.
3. You will not hold office as a Director or any other office in a competing firm/entity.
4. You are expected to stay updated on how best to discharge your roles, responsibilities, and duties and liabilities, as an Independent Director of the Company under applicable law, including keeping abreast of current changes and trends in economic, political, social, financial, legal and corporate governance practices.
5. You are expected to:

(i) take decisions objectively and solely in the interests of the Company;
(ii) facilitate Company’s adherence to high standards of ethics and corporate behavior;
(iii)guide the Board in monitoring the effectiveness of the Company’s governance practices and to recommend changes, required if any;
(iv)guide the Board in monitoring and managing potential conflicts of interest of Management, Board Members and Stakeholders, including misuse of corporate assets and abuse in related party transactions;
(v) guide the Board in ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

E. Performance Evaluation
Your reappointment or extension of term and your remuneration will be recommended by the Nomination and Remuneration Committee of the Board, pursuant to a performance evaluation carried out by the Board.

F. Remuneration

1. Your annual remuneration will be as under:

(a) sitting fees for attending each meeting of the Board and its Committees as may be determined by the Board from time to time, and
(b) commission that may be determined by the Board of Directors payable at the end of each financial year will be based on the performance of the Company and your performance evaluated by the Board of Directors.

2. You will be entitled to reimbursement of expenses incurred by you in connection with attending the Board meetings, Board Committee meetings, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

3. Pursuant to applicable law, you will not be entitled to any stock options.

H. Training
You will be entitled to the benefit of a training program to familiarize yourself with the business and affairs of the Company, growth plans, the peculiarities of the industry in which the Company operates, its goals and expectations and long term plans and objectives.

I. Miscellaneous

1. You will have access to confidential information, whether or not the information is marked or designated as “confidential” or “proprietary”, relating to the Company and its business including legal, financial, technical, commercial, marketing and business related records, data, documents, reports, etc., client information, intellectual property rights (including trade secrets), (“Confidential Information”) .
You shall use reasonable efforts to keep confidential and to not disclose to any third party, such Confidential Information.
If any Confidential Information is required to be disclosed by you in response to any summons or in connection with any litigation, or in order to comply with any applicable law, order, regulation or ruling, then any such disclosure should be, to the extent possible, with the prior consent of the Board.

Please confirm your acceptance by signing, dating, and returning a copy of this letter to the Company.

Yours faithfully,

_________
Managing Director
DIN:

Axis Finance Limited

Annexure 1

Guidelines of professional conduct, Role, Function and Duties as an Independent Director (As provided in Schedule IV of the Companies Act, 2013)

Guidelines for Professional conduct:

1. To uphold ethical standards of integrity and probity;
2. To act objectively and constructively while exercising your duties;
3. To exercise their responsibilities in a bona fide manner in the interest of the Company;
4. To devote sufficient time and attention towards your professional obligations for informed and balanced decision making;
5. To not allow any extraneous considerations that will vitiate their exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6. To not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
7. To refrain from any action that would lead to loss of their independence;
8. where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly;
9. To assist the Company in implementing the best corporate governance practices.

Role and functions:

1. Assist in bringing 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.
2. Bring an objective view in the evaluation of the performance of Board and management.
3. Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
4. Satisfy yourself 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 the stakeholders.
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.

Duties:

1. Moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.
2. Undertake appropriate induction and regularly update and refresh your skills, knowledge and familiarity with the Company.
3. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company.
4. Strive to attend all meetings of the Board including a Separate meeting of the independent director and of the Board committees of which you are a member. 5. Participate constructively and actively in the committees of the Board in which you are chairperson or member.
6. Strive to attend the general meetings of the Company.
7. Where you have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that your concerns are recorded in the minutes of the Board meeting.
8. Keep yourself well informed about the Company and the external environment in which it operates.
9. Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
10. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure yourself that the same are in the interest of the Company.
11.Ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
12.Report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
13.Acting within your authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.
14. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Nomination and Remuneration Policy

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

“Key Managerial Personnel” means:

i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
ii) Chief Financial Officer;
iii) Company Secretary; and
iv) such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to Senior Vice President and above, including all functional heads.

Objective:

The objective of the policy is to ensure that
• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

APPLICABILITY:

The Policy shall be applicable to:
(a) Directors (Executive and Non Executive)
(b) Key Managerial Personnel
(c) Senior Management, which means:-
(i) Personnel of the Company who are members of its core management team excluding Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.

CONSTITUTION OF COMMITTEE:

(i) The Committee shall consist of minimum 3 Non-Executive Directors and majority of them being Independent Director.
(ii) Chairman of the Committee shall be an Independent Director
(iii) Minimum two members shall constitute a quorum for the meeting.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:
• To formulate Fit & Proper criteria for determining qualifications, positive attributes and independence of a Director in line with the prescribed guidelines of the RBI or other regulatory bodies.
• To formulate criteria for evaluation of Independent Directors and the Board.
• 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.
• To carry out evaluation of Director’s performance.
• To recommend to the Board the appointment and removal of Directors, Key Managerial Personnel and Senior Management
• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
• To devise a policy on Board diversity, composition, size.
• To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks,
• To ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
• To perform such other functions as may be necessary or appropriate for the performance of its duties

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.
APPOINTMENT OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

i) The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed as Key Managerial Personnel and Senior Management.
ii) The Committee shall ascertain the qualifications, expertise and experience of the persons to be appointed as Directors, Key Managerial Personnel and Senior Management and recommend their appointment to the Board of Directors.
iii) The decision of the Board of Directors based on the recommendation of the Committee shall be final
iv) The appointment including tenure of Directors and Key Managerial Personnel shall be subject to the policy of the company, provisions of Companies Act, 2013, and other relevant laws.
v) The Committee shall evaluate their performance on a yearly basis and recommend their removal to the Board, if required.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGEMENT AND OTHER EMPLOYEES

i) The remuneration payable to the Whole Time Directors shall be as per the provisions of the Companies Act, 2013 and other relevant provisions.
ii) The remuneration payable to Key Managerial Personnel and Senior Management shall be approved by the Committee on case to case basis.
iii)The increments to the existing remuneration structure

a) In relation to Board of Directors shall be based on the evaluation of performance
b) In relation to Key Managerial Personnel and Senior Management shall be approved by the Committee based on the recommendation of the Managing Director
c) In relation to others shall be approved by the Managing Director based on the market conditions, performance of the company and other relevant factors from time to time.

FIT AND PROPER CRITERIA FOR DIRECTORS

Fit and Proper Criteria for Directors as prescribed by The Reserve Bank of India is annexed herewith as per Annexure A.

REMUNERATION TO NON-EXECUTIVE AND INDEPENDENT DIRECTORS

The Non-Executive and Independent Directors of the Company shall only be paid sitting fees (as determined by the Board from time to time) for attending Board/ Committee meetings apart from reimbursement of expenses incurred for attending the meetings.

ANNEXURE A: FIT AND PROPER CRITERIA FOR DIRECTORS

The importance of due diligence of directors to ascertain suitability for the post by way of qualifications, technical expertise, track record, integrity, etc. needs no emphasis for any financial institution. In this regard Reserve Bank of India (RBI) has proposed to follow the guidelines as per the guidelines mentioned in Circular No. RBI/2014-15/299 DNBR (PD) CC.No.002/03.10.001/2014-15 dated November 10, 2014. While the Reserve Bank does carry out due diligence on directors before issuing Certificate of Registration to an NBFC, it is stipulated that that NBFCs should put in place an internal supervisory process on a continuing basis. Further, in order to streamline and bring in uniformity in the process of due diligence, while appointing directors, NBFCs are advised to ensure that the procedures mentioned below are followed and minimum criteria fulfilled by the persons before they are appointed on the Boards:

(a) Axis Finance Limited (“The Company/AFL”) should undertake a process of due diligence to determine the suitability of the person for appointment / continuing to hold appointment as a director on the Board, based upon qualification, expertise, track record, integrity and other ‘fit and proper’ criteria. NBFCs should obtain necessary information and declaration from the proposed / existing directors for the purpose in the format given at Annex- 1.
(b) The process of due diligence should be undertaken by the Company at the time of appointment / renewal of appointment.
(c) The Nomination Committee of the Board shall scrutinize the declarations made by the incumbent Directors.
(d) Based on the information provided in the signed declaration, Nomination Committees s h a l l decide on the acceptance or otherwise of the Directors, where considered necessary.
(e) The Company should obtain annually as on 31st March a simple declaration from the directors that the information already provided has not undergone change and where there is any change, requisite details are furnished by them forthwith.
(f) The nominated/ elected directors shall execute the deeds of covenants in the format given in Annex-2.
(g) Independent /non-executive Directors nominated to the Board of the Company should be between 35 to 70 years of age.

ANNEX – 1

Name of the Company:

Declaration and Undertaking by Director (with enclosures as appropriate as on __________ )

I. Personal details of director

a. Full name
b. Date of Birth
c. Educational Qualifications
d. Relevant Background and Experience
e. Permanent Address
f. Present Address
g. E-mail Address / Telephone Number
h. Permanent Account Number under the Income Tax Act and name and address of Income Tax Circle
i. Relevant knowledge and experience
j. Any other information relevant to Directorship of the NBFC

II Relevant Relationships of director

a. List of Relatives if any who are connected with the NBFC (Refer Section 6 and Schedule 1A of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013)
b. List of entities if any in which he/she is considered as being interested (Refer Section 299(3) (a) and Section 300 of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013)
c. List of entities in which he/she is considered as holding substantial interest within the meaning of NBFC Prudential Norms Directions, 2007
d. Name of NBFC in which he/she is or has been a member of the board (giving details of period during which such office was held)
e. Fund and non-fund facilities, if any, presently availed of by him/her and/or by entities listed in II (b) and (c) above from the NBFC
f. Cases, if any, where the director or entities listed in II (b) and (c) above are in default or have been in default in the past in respect of credit facilities obtained from the NBFC or any other NBFC / bank.

III Records of professional achievements

a. Relevant professional achievements

IV. Proceedings, if any, against the director

a. If the director is a member of a professional association/body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him/her or whether he/she has been banned from entry into any profession/ occupation at any time.
b. Details of prosecution, if any, pending or commenced or resulting in conviction in the past against the director and/or against any of the entities listed in II (b) and (c) above for violation of economic laws and regulations
c. Details of criminal prosecution, if any, pending or commenced or resulting in conviction in the last five years against the director
d. Whether the director attracts any of the disqualifications envisaged under Section 274 of the Companies Act 1956 and corresponding provisions of New Companies Act, 2013?
e. Has the director or any of the entities at II (b) and (c) above been subject to any investigation a t the instance of Government department or agency?
f. Has the director at any time been found guilty of violation of rules/regulations/ legislative requirements by customs/ excise /income tax/foreign exchange /other revenue authorities, if so give particulars
g. Whether the director has at any time come to the adverse notice of a regulator such as SEBI, IRDA, MCA.
(Though it shall not be necessary for a candidate to mention in the column about orders and findings made by the regulators which have been later on reversed/set aside in toto, it would be necessary to make a mention of the same, in case the reversal/setting aside is on technical reasons like limitation or lack of jurisdiction, etc and not on merit, If the order of the regulator is temporarily stayed and the appellate/ court proceedings are pending, the same also should be mentioned.)

V. Any other explanation / information in regard to items I to III and other information considered relevant for judging fit and proper

Undertaking
I confirm that the above information is to the best of my knowledge and belief true and complete. I undertake to keep the NBFC fully informed, as soon as possible, of all events which take place subsequent to my appointment which are relevant to the information provided above.
I also undertake to execute the deed of covenant required to be executed by all directors of the NBFC.

Place :

Signature

Date :

VI. Remarks of Chairman of Nomination Committee/Board of Directors of NBFC

Place :

Signature

Date :

ANNEX – 2

Form of D eed of Covenants w i th a Director

THIS DEED OF COVENANTS is made this ________________ day of _________ Two thousand ________________
BETWEEN _______________________________________________
having its registered office at ___________________________________________________________________ (hereinafter called the ‘NBFC’) of the one part and Mr. / Ms. ____________________________ of ___________________________________ (hereinafter called the “Director”) of the other part.

WHEREAS

A. The director has been appointed as a director on the Board of Directors of the NBFC (hereinafter called "the Board") and is required as a term of his / her appointment to enter into a Deed of Covenants with the NBFC.
B. The director has agreed to enter into this Deed of Covenants, which has been approved by the Board, pursuant to his said terms of appointment.

NOW IT IS HEREBY AGREED AND THIS DEED OF COVENANTS WITNESSETH AS FOLLOWS :

1. The director acknowledges that his / her appointment as director on the Board of the NBFC is subject to applicable laws and regulations including the Memorandum and Articles of Association of the NBFC and the provisions of this Deed of Covenants.

2. The director covenants with the NBFC that :

(i) The director shall disclose to the Board the nature of his / her interest, direct or indirect, if he / she has any interest in or is concerned with a contract or arrangement or any proposed contract or arrangement entered into or to be entered into between the NBFC and any other person, immediately upon becoming aware of the same or at meeting of the Board at which the question of entering into such contract or arrangement is taken into consideration or if the director was not at the date of that meeting concerned or interested in such proposed contract or arrangement, then at the first meeting of the Board held after he / she becomes so concerned or interested and in case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board held after the director becomes concerned or interested in the contract or arrangement.

(ii) The director shall disclose by general notice to the Board his / her other directorships, his / her memberships of bodies corporate, his / her interest in other entities and his / her interest as a partner or proprietor of firms and shall keep the Board apprised of all changes therein.

(iii) The director shall provide to the NBFC a list of his / her relatives as defined in the Companies Act, 1956 or 2013 and to the extent the director is aware of directorships and interests of such relatives in other bodies corporate, firms and other entities.

(iv) The director shall in carrying on his / her duties as director of the NBFC:

(a) use such degree of skill as may be reasonable to expect from a person with his / her knowledge or experience;
(b) in the performance of his / her duties take such care as he / she might be reasonably expected to take on his / her own behalf and exercise any power vested in him / her in good faith and in the interests of the NBFC;
(c) shall keep himself / herself informed about the business, activities and financial status of the NBFC to the extent disclosed to him / her;
(d) attend meetings of the Board and Committees thereof (collectively for the sake of brevity hereinafter referred to as "Board") with fair regularity and conscientiously fulfil his / her obligations as director of the NBFC;
(e) shall not seek to influence any decision of the Board for any consideration other than in the interests of the NBFC;
(f) shall bring independent judgment to bear on all matters affecting the NBFC brought before the Board including but not limited to statutory compliances, performance reviews, compliances with internal control systems and procedures, key executive appointments and standards of conduct;
(g) shall in exercise of his / her judgement in matters brought before the Board or entrusted to him / her by the Board be free from any business or other relationship which could materially interfere with the exercise of his / her independent judgement; and
(h) shall express his / her views and opinions at Board meetings without any fear or favour and without any influence on exercise of his / her independent judgement;

(v) The director shall have

(a) fiduciary duty to act in good faith and in the interests of the NBFC and not for any collateral purpose;
(b) duty to act only within the powers as laid down by the NBFC’s Memorandum and Articles of Association and by applicable laws and regulations; and
(c) duty to acquire proper understanding of the business of the NBFC

(vi) The director shall :

(a) not evade responsibility in regard to matters entrusted to him / her by the Board;
(b) not interfere in the performance of their duties by the whole-time directors and other officers of the NBFC and wherever the director has reasons to believe otherwise, he / she shall forthwith disclose his / her concerns to the Board; and
(c) not make improper use of information disclosed to him / her as a member of the Board for his / her or someone else’s advantage or benefit and shall use the information disclosed to him / her by the NBFC in his / her capacity as director of the NBFC only for the purposes of performance of his / her duties as a director and not for any other purpose.

3. The NBFC covenants with the director that:

(3.i) the NBFC shall apprise the director about:
(3.i.a) Board procedures including identification of legal and other duties of Director and required compliances with statutory obligations

(3.i.b) control systems and procedures; (3.i.c) voting rights at Board meetings including matters in which Director should not participate because of his / her interest, direct or indirect therein;
(3.i.d) qualification requirements and provide copies of Memorandum and Articles of Association;
(3.i.e) corporate policies and procedures;
(3.i.f) insider dealing restrictions;
(3.i.g) constitution of, delegation of authority to and terms of reference of various committees constituted by the Board;
(3.i.h) appointments of Senior Executives and their authority;
(3.i.i) remuneration policy,
(3.i.j) deliberations of committees of the Board, and
(3.i.k) communicate any changes in policies, procedures, control systems, applicable regulations including Memorandum and Articles of Association of the NBFC, delegation of authority, Senior Executives, etc. and appoint the compliance officer who shall be responsible for all statutory and legal compliance.

(3.ii) the NBFC shall disclose and provide to the Board including the director all information which is reasonably required for them to carry out their functions and duties as a director of the NBFC and to take informed decisions in respect of matters brought before the Board for its consideration or entrusted to the director by the Board or any committee thereof;

(3.iii) the disclosures to be made by the NBFC to the directors shall include but not be limited to the following :

(3.iii.a) all relevant information for taking informed decisions in respect of matters brought before the Board;
(3.iii.b) NBFC’s strategic and business plans and forecasts;
(3.iii.c) organisational structure of the NBFC and delegation of authority;
(3.iii.d) corporate and management controls and systems including procedures;
(3.iii.e) economic features and marketing environment;
(3.iii.f) information and updates as appropriate on NBFC’s products;
(3.iii.g) information and updates on major expenditure;
(3.iii.h) periodic reviews of performance of the NBFC; and
(3.iii.i) report periodically about implementation of strategic initiatives and plans;
(3.iv) the NBFC shall communicate outcome of Board deliberations to directors and concerned personnel and prepare and circulate minutes of the meeting of Board to directors in a timely manner and to the extent possible within two business days of the date of conclusion of the Board meeting; and
(3.v) advise the director about the levels of authority delegated in matters placed before the Board.

4. The NBFC shall provide to the director periodic reports on the functioning of internal control system including effectiveness thereof.

5. The NBFC shall appoint a compliance officer who shall be a Senior executive reporting to the Board and be responsible for setting forth policies and procedures and shall monitor adherence to the applicable laws and regulations and policies and procedures including but not limited to directions of Reserve Bank of India and other concerned statutory and governmental authorities.

6. The director shall not assign, transfer, sublet or encumber his / her office and his / her rights and obligations as director of the NBFC to any third party provided that nothing herein contained shall be construed to prohibit delegation of any authority, power, function or delegation by the Board or any committee thereof subject to applicable laws and regulations including Memorandum and Articles of Association of the NBFC.

7. The failure on the part of either party hereto to perform, discharge, observe or comply with any obligation or duty shall not be deemed to be a waiver thereof nor shall it operate as a bar to the performance, observance, discharge or compliance thereof at any time or times thereafter.

8. Any and all amendments and / or supplements and / or alterations to this Deed of Covenants shall be valid and effectual only if in writing and signed by the director and the duly authorised representative of the NBFC.

9. This Deed of Covenants has been executed in duplicate and both the copies shall be deemed to be originals.

IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT ON THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.

For Axis Finance Limited Director

By …………………………….……………..

Name: Name:

Title:

In the presence of:

1.______________________ 2. _______________

Form submitted successfully.

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