Pursuant to Section 135 of the Companies Act, 2013, (‘Act’) Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘Rules’) and such other rules, regulations, circulars, and notifications as may be applicable and as amended from time to time (collectively referred hereinafter as ‘Regulations’), every Company having net worth of Rs. 500 crore or more or turnover of Rs. 1,000 crore or more or net profit of Rs. 5 crore or more shall constitute Corporate Social Responsibility Committee (‘CSR Committee’) and the CSR Committee shall formulate and recommend Policy.
1.1 Objectives of the Policy
This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars, and notifications as may be applicable and as amended from time to time, inter-alia, provide for the following:
- Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company’s profits for social
- Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting
- Creating opportunities for employees to participate in socially responsible initiatives.
1.2 The Geographic Reach
The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility. The Company will thus give preference to conducting CSR activities in the area wherein the Company has/will have its operations (in India). However, the Committee may identify such areas other than operations area, as it may deem fit, and recommend it to the Board for undertaking CSR activities.
1.3 Notified CSR Activities
The Policy recognizes that corporate social responsibility is not only merely compliance, but it is also a commitment to support initiatives that measurably improve the lives of underprivileged by focusing on the activities as notified in schedule VII of the Act, 2013 read with Section 135 of the Act and the Regulations. The CSR initiatives shall include the following activities, subject to the changes in the Regulations from time to time;
a) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
b) Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly, and the differently abled & livelihood enhancement projects;
c) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
d) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
e) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
f) Measures for the benefit of armed forces veterans, war widows and their dependents; and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
g) Training to promote rural sports, nationally recognised sports, paralymic sports and olympic sports;
h) Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
i) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and
j) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).
k) Rural development projects;
l) Slum Area Development;
m) disaster management, including relief, rehabilitation and reconstruction activities. CSR activities shall be undertaken as projects, programs of activities excluding activities undertaken in pursuance of the normal course of business of the company
1.4 Annual spends/Allocation of Funds
The Company would spend not less than 2% of the average Net Profits of the Company made during the three immediately preceding financial years. The surplus arising out of the CSR activity will not be part of business profits of the Company.
2. CSR Committee
2.1 Constitution of CSR Committee
Pursuant to section 135 of the Act the Board of Directors shall constitute the CSR Committee. The CSR Committee will consist of three or more directors The Members in the Committee shall be appointed by the Board of Directors.
2.2 Guiding Principles of CSR Committee
The Committee will meet whenever required, but at least twice in a year, to discuss and review CSR activities and Policy. A quorum of two members is required to be present for the proceedings to take place. Such other meetings of the Committee can be convened as and when deemed appropriate. The Committee members may attend the meeting physically or via such audio- visual means as permitted under the Act, or CSR Committee meeting can conduct business by passing of resolution by circulation. The Committee shall have the authority to call such employee(s), senior official(s) and or externals, as it deems fit.
2.3 Scope of Functions of CSR Committee
The functions of CSR Committee will, inter-alia, include the following:
a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Companies Act, 2013;
b) Recommend the amount of CSR expenditure to be incurred on the activities referred to in clause (i) above;
c) Monitor the Corporate Social Responsibility Policy of the Company from time to time including monitoring the progress of projects or programs against which CSR expenditure is contributed;
d) Ensure that the activities as are included in Corporate Social Responsibility Policy of the Company are undertaken by the Company;
e) Give preference to the local area and areas around it where it operates, for spending the amount earmarked for Corporate Social Responsibility
f) Formulating and recommending to the Board an annual action plan in pursuance of the CSR
2.4 Ancillary Activities of the CSR Committee
a) To publicise the CSR Policy and initiatives org-wide, especially through mailers, screensaver and Policy documentation and ensure to upload on company website.
b) To plan and carry out workshops to increase employee awareness on various projects and initiatives
c) Such other activities as directed by the Board of Directors of the Company and/or as deemed appropriate and expedient by the Committee for the furtherance of CSR objectives of the Company, in pursuance with the Regulations
2.4 Transparent Monitoring Mechanism
The CSR Committee shall prepare a transparent monitoring mechanism for ensuring implementation of the projects/ programmes/activities proposed to be undertaken by the Company.
The CSR Committee shall have the authority to obtain professional advice from external sources and have full access to information contained in the records of the Company as well as the powers to call any employee/external consultant or such other person(s) and for such purpose as may be deemed expedient for the purpose of accomplishments of overall CSR objectives laid down under the Act.
2.6 Responsibilities of the Board
The responsibilities of the Board include:
a) After taking into account the recommendations made by the CSR Committee, approve the CSR Policy for Sub-K.
b) Ensure that the CSR activities included in this CSR Policy are undertaken by Sub-K.
c) Ensure that in each financial year, Sub-K spends at least two percent of the average net profits made during the three immediate preceding financial years, calculated in accordance with Section 198 of the Act, in pursuance of its CSR policy. Further, while spending the amount earmarked for CSR activities, preference should be given to local areas and areas around the Company where it operates.
d) Ensure that the Board Report includes an Annual Report on CSR containing particulars specified in Annexure to the CSR Rules as per the prescribed format
e) Ensure that CSR activities are undertaken through entities registered with Central Government and have a unique registration number by filing Form CSR-1 with effect from 1st April 2021.
f) Alter the annual action plan on CSR at any time during the financial year as per the recommendation of the CSR Committee and based on reasonable
g) Ensure that the administrative overheads does not exceed 5% of total CSR expenditure for the financial year.
h) Ensure that the Board shall satisfy that the disbursed funds have been utilized for the purposes and in the manner as approved by the Board of Directors and the Chief Financial Officer or the person responsible for the financial management, shall certify such utilization.
i) Monitor the implementation in case of an ongoing project with reference to the approved timelines and year-wise allocation. The Board shall make suitable modifications for smooth implementation of the project within the permissible time period.
a) For achieving the CSR objectives through implementation of meaningful and sustainable CSR Projects, the CSR Committee will allocate for its Annual CSR Budget, 2% or more of the average net profits of the Company made during the three immediately preceding financial years, calculated in accordance with the relevant provisions of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
b) Any surplus arising out of the CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the Company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.
c) In case _the Company spends an amount in excess of at least 2% of the average net profits of the Company made during the three immediately preceding, such excess amount may be set off against the requirement to spend up to immediate succeeding three financial year.
d) Tax treatment of CSR spend will be in accordance with the Income Tax Act, 1961 as may be notified by Central Board of Direct Taxes (CBDT).
3.2 Planning and implementation
a) The Company would focus on education and literacy enhancement activities for the expending their CSR Expenditure besides other activities permitted under the Regulations.
b) A list of CSR projects/ programmes which the Company plans to undertake during the implementation year will be laid down before the Committee at the beginning of each year, specifying modalities of execution in the areas/sectors chosen and implementation schedules for the same.
c) If the Company decides to set up a Trust or Section 8 Company, or Society or Foundation or any other form of entity operating within India to facilitate implementation of its CSR activities in accordance with its stated CSR Policy, the following shall apply:
i) The Company would need to specify the projects/programs to be undertaken by such an organization, for utilizing funds provided by it;
ii) The Company shall establish a monitoring mechanism to ensure that the allocation is spent for the intended purpose only;
d) Such spends may be included as part of its prescribed CSR spend only if such organizations have an established track record of at least three years in carrying on activities in related areas
e) Company may collaborate or pool resources with other Companies to undertake CSR activities within India. Only activities which are not for the benefit of employees of the Company or their family members shall be considered as CSR activity
It shall be ensured that the CSR activities are undertaken by the Company itself or through;
i) a Company established under section 8 of the Act or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the Company, either singly or along with any other Company; or
ii) a Company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
iii) any entity established under an Act of Parliament or a State legislature; or
iv) a Company established under section 8 of the Act or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar
(hereafter referred to as ‘CSR Partner(s)’)
It is also to be ensured that the CSR Partner(s) are having valid registration with the Central Government for acting as a CSR Partner.
CSR Committee in consultation of the Board of Directors of the Company will identify suitable projects for implementation in line with the objectives of the Company and requirements laid down under the Regulations. These projects would be executed either directly by the Company and/or through CSR Partner(s)
Salaries paid by the Company to regular CSR staff as well as to volunteers of the Company (in proportion to Company’s time/hours spent specifically on CSR) can be factored into CSR project cost as part of the CSR expenditure.
The administrative overheads does not exceed 5% of total CSR expenditure for the financial year.
3.5 Review and Reporting
The CSR Committee will review the philanthropic activities of the Company and will provide progress update to the Board of Directors every six months/such other intervals as deemed fit.
The Company will report, in the format as per requirement of the Act and the details of CSR initiatives and activities of the Company in the Directors’ Report and on the website of the Company, as required under the regulation. Such reporting will be done, pertaining to financial year(s) commencing on or after the 1st day of April 2014.
a) Annual Report on CSR
Annual Report on CSR containing particulars specified in Annexure to the Rules as per the prescribed format shall form part of the Board’s Report.
Sub-K shall mandatorily disclose the composition of the CSR Committee, CSR Policy and Projects approved by the Board on its website for public access.
4. Impact Assessment
i) In case Sub-K has an average CSR obligation of ten crore rupees or more in pursuance of subsection (5) of section 135 of the Companies Act, 2013, in the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of their CSR projects having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact
ii) The impact assessment reports shall be placed before the Board and shall be annexed to the annual report on
iii) In case Sub-K undertakes an impact assessment, then it may book the expenditure towards Corporate Social Responsibility for that financial year, which shall not exceed five percent of the total CSR expenditure for that financial year or fifty lakh rupees, whichever is less.
5. Transfer of Unspent CSR Amount
Any amount remaining unspent pursuant to any ongoing project, undertaken by the Company in pursuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of 30 days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.
i) Appropriate documentation and amendments of the CSR Policy, annual CSR activities, reports on execution by CSR Partner(s) and expenditures will be undertaken on a regular basis and same will be available to the Board of Directors of the Company.
ii) Initiatives undertaken on the CSR front will be reported in the Annual Report of the
iii) The CSR Committee and persons / entities authorised by it, will conduct due diligence checks on the current projects/partners on a quarterly basis and report anomalies, if any, immediately.
iv) Based on analysis of current projects, carry out roadmap planning for allocation of budget and selection of projects. The same will be done atleast once in a financial year.
7. Annual Action Plan
The Annual action plan will be formulated by the CSR Committee and the same will be recommended to the Board. The annual action plan in pursuance of its CSR policy, shall include the following, namely:-
a. the list of CSR projects or programs that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
b. the manner of execution of such projects or programs as specified in sub-rule (1) of rule 4 of the Rules;
c. the modalities of utilization of funds and implementation schedules for the projects or programs;
d. monitoring and reporting mechanism for the projects or programs; and
e. details of need and impact assessment, if any, for the projects undertaken by the Company:
The Board may alter such plan at any time during the financial year, as per the recommendation of its CSR Committee, based on the reasonable justification to that effect.
8. Amendments to the Policy
The Board of Directors on its own and/or as per the recommendations of CSR Committee can amend this Policy, as and when required as deemed fit.
In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.
Pursuant to Section 178 of the Companies Act, 2013 read with rule made thereunder, Every Public Company falling under such class or classes of Companies as may be prescribe in the rules, 2014, shall require to constitute the Nomination and Remuneration Committee.
The primary function of the Nomination and Remuneration Committee is to assist the Board of Directors (“Board”) in fulfilling its governance and supervisory responsibility related to human resource management and compensation.
Accordingly this Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto to discharge the obligation specified therein.
The Board has constituted the “Nomination and Remuneration Committee” of the Board. This is in line with the requirements under the Companies Act, 2013 (“Act”). This Policy is integral to the functioning of the Nomination and Remuneration Committee and are to be read together.
II. OBJECTIVE / PURPOSE:
The Key Objectives of the Committee would be:
a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company (“Director”);
b. To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel;
c. (To specify the manner for effective evaluation of the performance of the members of the Board, its committee and individual directors and provide necessary report to the Board for further evaluation.
d. To recommend to the Board on Remuneration payable to the Directors and Key Managerial Personnel
- “Board” means Board of Directors of the
- “Company” means “Sub-K IMPACT Solutions Limited”
- “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.
- “Key Managerial Personnel” (KMP) means the persons as defined in the Companies Act & in the Articles of the Company and Such other officer designated as KMP by the Company
- “Nomination and Remuneration Committee” shall mean a Committee of Board of the Company constituted in accordance with the provisions of Section 178 of the Companies Act, 2013
- “Policy or This Policy” means, “Nomination and Remuneration ”
“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.
Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.
This policy is applicable to:
- Directors viz. Executive, Non-executive, Independent
- Key Managerial Personnel
VI. GUIDING PRINCIPLES
The Policy ensures 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.
- Remuneration to Directors and Key Managerial Personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its
VII. ROLE OF THE COMMITTEE
The role of the Committee inter alia shall be as follows:
a. To formulate a criteria for determining qualifications, positive attributes and independence of a Director.
b. Identify persons who are qualified to become Directors and KMP who may be appointed in accordance with the criteria laid down in this
c. To enable Self-assessment of the Board and its Committee Members.
d. To recommend to the Board the appointment and removal of Directors and KMP.
e. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
f. Ensure that the remuneration to directors and KMP 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.
g. 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.
h. To perform such other functions as may be necessary or appropriate for the performance of its duties.
a. The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least half of them shall be Independent Directors.
b. Minimum two (2) members shall constitute a quorum for the Committee meeting.
c. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.
d. Membership of the Committee shall be disclosed in the Annual Report.
e. Term of the Committee shall be continued unless terminated by the Board.
a. Chairperson of the Company may be appointed as a member of the Committee but shall not Chair the Committee
b. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman
c. The Chairman of the Nomination and Remuneration Committee should be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries in case he is unable to attend the Annual General Meeting.
X. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may be required.
XI. COMMITTEE MEMBERS’ INTERESTS
a. A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated
b. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.
- Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee
- In the case of equality of votes, the Chairman of the meeting will have a casting vote
The Company Secretary of the Company shall act as the Secretary to the Committee.
XIV. APPOINTMENT AND REMOVAL OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Appointment criteria and qualifications:
- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and recommend to the Board his / her appointment.
- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.
- The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy
- Term / Tenure:
- Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Managing Director or Whole time director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
- Independent Director:- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
The Committee shall carry out evaluation of performance of every Directors, KMP at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director and Key Managerial Personnel subject to the provisions and compliance of the said Act, rules and regulations.
The Directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director and KMP in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
XV. PROVISIONS RELATING TO REMUNERATION OF MANAGING DIRECTOR/WHOLE TIME DIRECTOR AND KMP
- The remuneration / compensation / commission etc. to Managing Director/Wholetime director and KMP will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders and Central Government, wherever required under the provisions of the Companies Act, 2013 & Rules made thereunder
- The remuneration and commission to be paid to Managing Director/Wholetime director shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force
- Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be as per Policy of the Company in force, in the case of Managing Director/Wholetime director.
- Where any insurance is taken by the Company on behalf of its KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such
Remuneration to Managing Director/Wholetime director and KMP:
- Fixed pay:
KMP shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
- Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its KMP in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.
- Provisions for excess remuneration:
If any KMP draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
Remuneration to Non-Executive / Independent Director:
- Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.
- Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
- Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved by shareholders. An Independent Director shall not be entitled to any stock option of the Company.
XVI. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minutized and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.
XVII. REVIEW OF THE POLICY
This Policy will be reviewed and reassessed by the NRC as and when required and appropriate recommendations shall be made to the Board to update this Policy based on changes that may be brought about due to any regulatory amendments or otherwise.
XVIII. DEVIATIONS FROM THIS POLICY
Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.
Terms & Conditions
In accordance with the provisions of the Companies Act, 2013 (Act) and other applicable laws, subject to the approval of the members, Independent Director (ID) will serve on the Board for a term as permitted under the Act or any other rules framed thereunder.
2. BOARD COMMITTEES
As advised by the Board, during the tenure of office, ID may be required to serve on one or more of the Committees of the Board established by the Company. Upon appointment to anyone or more Committees, ID will be provided with the appropriate Committee charter which sets out the functions of that Committee.
3. PROFESSIONAL CONDUCT
Independent Directors are expected to:
a. uphold ethical standards of integrity and probity;
b. act objectively and constructively while exercising duties;
c. exercise responsibilities in a bonafide manner in the interest of the Company;
d. devote sufficient time and attention to professional obligations for informed and balanced decision-making;
e. not allow any extraneous considerations that may violate exercise of objective independent judgement in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgement of the Board in its decision-making;
f. not abuse 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;
g. refrain from any action that could lead to a loss of independence;
h. ensure that if circumstances arise under which you may lose independence, ID will immediately inform the Board accordingly;
i. assist the Company in implementing the best corporate governance
4. ROLE AND FUNCTIONS OF INDEPENDENT DIRECTORS
The independent directors shall:
a. help 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;
b. bring an objective view in the evaluation of the performance of board and management;
c. scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
d. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
c. balance the conflicting interest of the stakeholders;
d. 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;
e. Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
5. DUTIES AND LIABILITIES OF INDEPENDENT DIRECTORS
The independent directors shall:
a. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
b. 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;
c. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
d. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
e. strive to attend the general meetings of the company;
f. where they 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 their concerns are recorded in the minutes of the Board meeting;
g. keep themselves well informed about the company and the external environment in which it operates;
h. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
i. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
j. 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;
k. report concerns about unethical behavior, actual or suspected fraud or violation of the company’s policies’;
l. “act within their authority”, assist in protecting the legitimate interests of the company, shareholders and its employees;
m. 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.
6. RESPONSIBILITIES OF INDEPENDENT DIRECTORS
Independent directors have the same general legal responsibilities to the Company as that of any other director. The Board, as a whole, is collectively responsible for ensuring the success of the Company by directing and supervising the Company’s affairs.
7. CODE OF CONDUCT
During the appointment, ID are required to comply with regulations as contained in Schedule IV under Companies Act, 2013 (as amended from time to time), including the Code of Conduct.
a. The sitting fees presently paid to the Non-Executive Independent Director is Rs. 20,000/- per meeting of the Board and Rs. 5,000 per meeting of the Committee thereof and as may be decided by the Board in future.
b. In addition to the remuneration described above, the Company will, for the period of ID appointment, reimburse for travel, hotel and other incidental expenses incurred by ID in the performance of role and duties
c. ID will have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company or any Group Company.
9. CONFLICT OF INTEREST
a. It is accepted and acknowledged that ID may have business interests other than those of the Company. As a condition to appointment, ID will be required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of appointment.
b. In the event that circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that ID are independent, this should be disclosed to both the Chairman and the Company Secretary.
The Company proposes to take Directors’ and Officers’ liability insurance and it is intended that the Company will assume and maintain such cover for the full term of ID appointment.
11. PUBLICATION OF THE LETTER OF APPOINTMENT
In line with provision of Clause IV sub clause 6 of Schedule IV, under Companies Act, 2013, the Company will make public the terms and conditions of ID appointment and will also arrange for it to be displayed on the Company’s website, if required.
a. ID may resign at any time and should wish to do so, ID are requested to serve a reasonable written notice on the board
b. Continuation of ID appointment is contingent on getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. ID will not be entitled to compensation if the shareholders do not re-elect at any time.
c. ID appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.
The terms and conditions contained in this agreement shall be binding on any person who is accessing and using the website www.subk.co.in and/or the android application named Sub-K Vriddhi (hereafter collectively referred to as “Website“). The Website is managed and operated by Sub-K IMPACT Solutions Limited, (hereinafter referred to as “Company”), a company incorporated under the Companies Act, 1956.
Company reserve the right to modify these terms and conditions, at its sole discretion and without any notice, as required from time to time. As such, persons who are using the Services (as defined hereafter) provided through the Website (hereinafter referred to as “You/you” or “User”) shall visit this page periodically to review the most current version of the terms and conditions applicable for the use of the Website. Any continued access or use of this Website shall be construed as the assent for the modified terms and conditions. If you are not in agreement with any subsequent modifications to these terms and conditions, you shall immediately discontinue the access and use of the Website. You may be required to agree for additional terms and conditions, considering any additional services availed by you through the Website.
These terms and conditions shall be binding on the User, who is availing Services provided through the Website, either in self-service mode (wherein the User himself access the Website, through devices not owned/controlled by the Company) or in an assisted mode (wherein the Website is accessed through devises owned/controlled by the Company, through/with the help of an employee/agent of the Company).
Please be noted that in this document;
- Headings and emphasize are provided only for reference purpose.
- Reference to one gender includes the other genders also.
- References to the word “includes” or “including” are to be construed without limitation.
- References to a person shall include such person’s successors in interest and permitted assigns also.
You will be provided with various financial products and services through the Website including but not limited to loans, credit cards, deposit accounts, mutual funds, insurances, credit history verification (hereafter collectively referred as “Service” or “Services”). However, any information displayed or provided on the Website shall not be interpreted or considered as an advice provided by the Company. Company doesn’t intent to provide any financial or non-financial advisory service through the Website. The Services provided through the Website is intended only for the resident Indian nationals and if you are not falling under the said category, please don’t continue with the use of the Website. The scope of Services Provided through the Website is restricted within the territory of India. You shall use the Services provided in the Website only for yourself or for any other person for whom you are legally authorised to avail such Services
For availing the Services provided through the Website, you shall register yourself as a customer in the Website. You shall proceed with the registration only if you are not a minor and legally competent to enter in to a valid contract as per Indian Law. You shall be solely responsible for maintaining the confidentiality of your login credentials (i.e. user name, password, security question etc.) for your account, which allows you to access the Website. You shall be responsible for all actions performed in/through the Website, using your login credentials. We strongly recommend that you exit/ logout from your account at the end of each session. You shall immediately notify the Company in case of any unauthorized use of your account.
You shall provide in the Website true, accurate, current and complete details/information about yourself and the same shall be updated as and when there is a change in the said data/information provided to the Company.
As of now, no fee is charged for the registration with the Website. However, the Company reserves the right to charge any fee for registration and/or access/usage of the Website. Any such charge will become effective immediate on notification of the same in the Website.
The Company owns all legal title, interest and rights (i.e. the Intellectual Property Rights) for the Website, its contents and for the Services provided through the Website. By registering with the Website, you are granted with a non-exclusive, non-transferable and limited license to access the Website and to avail the Services provided through the Website. You shall not download or copy the content or information provided in the Website or use the same for any other purpose other than for availing the Services facilitated through the Website.
You shall not attempt to modify, reverse engineer, reassemble, mirror or create a derivative work of the Website. You shall not sell, assign or sublicense or otherwise transfer any right provided to you for the usage of the Website. Any violation in this regard will result in immediate terminate the license granted to you by the Company.
You shall not use the Website and/or the Services for any commercial/business purposes, without prior written permission of the Company. You shall not use the Services provided in the Website for any speculative, fraudulent or illegal activities/transactions.
Deactivation of DND
By registering with the Website using you phone number and e-mail ID, you agree and authorize the Company and its associates to contact you through the said phone number and e-mail ID for providing or collecting information related to the Services offered to you and/or for any other similar services and/or for any marketing/research purposes. You agree to receive communications from the Company and/or its associates/affiliates/partners through phone call, voice message, email, SMS, MMS etc., which may include but not limited to messages related to Services, promotional messages, transactional messages, product announcements etc. You also agree that in case the phone number provided by you in the Website is registered under ‘Do Not Disturb’ (DND/NCPR/NDNC) list as per the TRAI regulations, the Company is hereby authorised to do the needful to remove the said phone number from the said DND List.
Collection of information
While registering with the Website or accessing/using the Website or thereafter, the Company may collect various financial and/or non-financial data/information pertaining to you, including sensitive personal data/information. These data/information may include, but not limited to your name, address, date of birth, contact information, Permanent Account Number and other ID details, credit related information/history, bank statements, income and expenditure details, contents of SMS, information related to social media accounts, information collected from third party websites/applications, information collected through cookies etc.
The data/information provided by you shall be used for the company to establish your identity, to verify the requests submitted by you and to complete the transactions initiated by you. This information shall also be used by the institutions from which you are availing various services through the Website. This information shall also be used by the Company to improve the performance of the Website and also to design new products and/or services. If found required, the Company will also share these information with the regulatory/statutory authorities. The Company will also be entitled to use this information in other manner as permitted by law.
You shall always provide correct and accurate details or information to the Company, to enable us to serve you better. If the Company has reasonable grounds to suspect that any data/information provided by you to the Company untrue or incomplete, the Company shall have the right to suspend or terminate your account and/or refuse to provide any Services to you through the Website.
Since the Services provided through the Website includes banking/financial services, if found required, the company shall seek necessary information to perform your KYC and you shall co-operate with the Company to do the necessary Customer Due Diligence, as mandated by the regulatory/statutory requirements.
By providing your data/information to the Company, through the Website, you grant a royalty-free, perpetual, irrevocable, worldwide license to the Company to copy, use, share, modify, display such data/information, either as a whole or in parts.
You shall not post/display any data/content on the Website, which can be interpreted as illegal, libellous, defamatory, obscene or violative of any Intellectual Property Rights of any third party.
Sharing of information
The data/information pertaining to the User, obtained through the User or otherwise, may be shared by the Company with its associates, affiliates, partners, service providers, auditors etc. and the Company stands authorised by the User for the same. The said data/information may also be shared with the regulatory and/or statutory authorities, as and when required. The Company will not give any notice or intimation to the user, with regard to the sharing of user data/information. The Company will retain the User data/information as long as it is required and the said data/information may be used and/or shared by the Company for marketing and research purposes also.
The Website and Services may contain information which are designated as confidential by the Company. You shall not share/disclose any information/details available in the Website or with the Services to any third party, without prior written consent of the Company. Please be noted that the contents of the Website, including its design and style, are either owned by the Company or licensed to the Company and the same are duly protected under applicable copyright/trademark laws.
Electronic payment gateway
The Company may enter into agreements with third party electronic payment gateway service providers to facilitate payment between the User and the Company or other Service providers, as the case may be, in connection with the Services provided through the Website. Company is merely a facilitator of the said electronic payment gateway services and while facilitating the said services through the Website, the Company will not assume any liability/responsibility for any loss/damage, whatsoever it may be, caused to the User due to the use of said payment gateway services.
The Company will implement reasonable security measures, as per the generally accepted industry standards, to secure and protect the information provided by the User. The safeguards like antivirus software, firewalls, encryptions, authentications etc. will be implemented for the security of the data/information. The access to Company’s data base is restricted by physical and electronic measures. IT system audits and security mock drills are also conducted periodically. However, the User shall understand that no method of electronic transmission and/or storage of data/information are fully secured. As such, the Company cannot guarantee the absolute security of the data/information provided by the User through the Website.
The Company has no control over the products and/or services provided by third party entities, through the Website. Under no circumstance the Company shall be liable or responsible for any of the services offered/provided by any third party service provider, through the Website.
The User shall agree that the Company (including its affiliates, directors, employees, and agents/representatives) shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages (including without limitation loss of profits/loss savings/loss of goodwill) caused to the User or anybody else (whether in contract, tort, strict liability or otherwise), even if Company has been advised/aware of the possibility of such losses/damages.
Under any circumstances whatsoever, the liability of Company shall be restricted to the aggregate service fees paid by the User to the Company, in connection with disputed Services availed by the User through the Website.
Disclaimer of warranty
The Services are provided through the Website, in conjunction with third party websites/platforms, upon which the Company have no control. The Company shall not be held responsible/liable for failure/delay, if any, in delivering the products or services, including any damage/loss caused to the User due to the said failure/delay. Company makes no representations, warranties or guarantees, either express or implied, regarding the accuracy, reliability or completeness of the content on the Website or of the Services provided through the Website.
The role of the Company with regard to products or services provided by third-party entities through the Website, is limited to identifying the potential customers and provide the data/information of such potential customers to the said third-party entities. In case the User is having any grievances regarding any product or service provided by any third-party entity, through the Website, the User shall directly approach such third-party entity for the redressal of such grievances. Company shall not be responsible/liable for any deficiency/alleged deficiency of services in connection with the products or services provided by third-party entities through the Website.
The Website and the Services are being provided on “as is” basis. Company disclaims all warranties related to the Website and the Services, whether express or implied, including but not limited to the title, merchantability, security, non-infringement and fitness for a particular purpose. The Company makes no warranty that (i) the content of the Website will be up-to-date, complete, accurate or suitable for the User (ii) the Website and/or Services will be available on a timely, secure, uninterrupted or error-free manner (iii) with regard to the quality or quantity of any products and/or Services provided through the Website.
The User hereby agrees to indemnify, defend and hold harmless the Company, its affiliates and their respective officers, directors, employees, agents and authorized representative (“Indemnified Party”) from and against any and all, direct and indirect liability, loss, damages, injury, claim, action, costs and expense of whatsoever nature, including reasonable legal fees, which are suffered or incurred by an Indemnified Party in respect of or arising out: (i) due to the submission of any incorrect or incomplete data/information by the User or (ii) due to any misrepresentation or breach of declarations/ undertakings by the User or (iii) any breach or non-compliance of any of the terms and conditions contained in this agreement or (iv) due to any fraud, misconduct, negligence or mistake by the User or (v) due to any violation of applicable rules and regulations by the User.
Any event or circumstance or combination of events or circumstances which prevents the Company from performing its obligations under this Agreement or complying with the terms of this Agreement where (i) such event or circumstance is beyond the reasonable control and not arising out of the default of the Company; and (ii) the Company has been unable to overcome such circumstance or event by the exercise of prudent foresight, shall constitute a Force Majeure Event. If the Company is rendered wholly or partially unable to perform its obligations under this Agreement or otherwise because of a Force Majeure Event, It shall be excused from whatever performance is affected by the Force Majeure Event, including any liability arising out of any default or breach of obligations under this Agreement as a result of such non-performance.
As a registered used of the Website the Company may offer you coverage under group insurance policies from different insurers. For such policies, the Company shall be the Master Policy Holder you shall be considered as a customer of the Company. Operations and benefits of such insurance policies shall be subject to the terms, conditions, exclusions and limitations provided in the concerned Master Policy and the same shall also be subject to the guidelines issued by the Insurance Regulatory And Development Authority of India and other regulators, from time to time.
Right to assign
The Company at its sole discretions reserves the rights to transfer, assign, sub-license or otherwise dispose of its rights and obligations arising out of or in connection with this agreement, either in whole or in parts, without any prior notice or intimation to the User.
By registering with the Website, the User didn’t get any absolute right to access the Website and/or avail the Services provider through the Website. The Company at its sole discretion reserves the right to deny/ suspend/ terminate the access of any User, to the Website and to the Services, without assigning any reason and without any prior notice or intimation.
In case the User is not agreeable for the terms and condition, as amended from time to time, or due to any reason, wants to terminate the relationship, he may do the same by deleting his account. However, the rights accrued by the Company on the data/information provided by the User shall continue to be in force.
In case the User wants the Company to delete the data/information provided by him, from the records of the Company, he shall specifically request the same to the Company in writing. In such case the Company will remove the said data/information from its records, excluding those data/information which the Company is bound to keep as part of its statutory/regulatory/contractual obligations/compliance.
Please note that the Company shall not have any control over the data/information, which are already shared with third party entities prior to the receipt of the above mentioned request from the User. If the User wants data/information to be removed from the records of the said entities, the User shall directly contact the respective entities and request for the same.
Any notice/communication to the Company shall be sent by registered post and shall be addressed as follows;
Sub –K IMPACT Solutions Limited
No.5-1-664, 665 & 679
3rd Floor, Surabhi Arcade
Troop Bazar, BankStreet, Koti
Hyderabad, Telangana 500001
In case of any grievance, you may approach the Company, through an e-mail, addressed to email@example.com
Any failure or delay by the Company to enforce or exercise any provision of this terms and conditions shall not constitute a waiver of that provision or right by the Company. The exercise of any of the rights of the Company shall not be construed as a waiver of any other rights or remedies available to the Company under this terms and conditions or in law or at equity.
If any clause of this agreement/terms and conditions is held to be invalid or unenforceable for any reason by any court of competent jurisdiction, such clause shall be severed and the remainder of the clauses in this agreement/terms and conditions shall continue to be in full force and effect.
Dispute resolution and Jurisdiction
Any dispute relating to or arising out of this Agreement shall be referred to arbitration, to a sole arbitrator appointed by the Company. The arbitration shall be held in accordance with the Arbitration and Conciliation Act, 1996 as amended from to time. The venue and seat of arbitration shall be at Hyderabad and the language of arbitration shall be English. The award of arbitration shall be in writing and shall set out the reasons for the arbitral tribunal’s decision and it shall be final and binding on the Parties.
This Agreement shall be governed by and construed in accordance with the laws of India. All disputes arising in relation/incidental to this Agreement shall be subject to the exclusive jurisdiction of the courts at Hyderabad only.
Sub-K IMPACT Solutions Limited (‘Sub-K’) is a company providing financial intermediary services to various banks, NBFCs and other financial institutions (‘Entities’). As part of serving as an intermediary between Entities and their customers (‘Customer(s)’), Sub-K provided various services to the Customers, including online payment services (‘Payment Service(s)’) facilitated through third party payment aggregators. The Customers who are using the said payment services shall be bound by the following terms and conditions.
- Sub-K is providing the Payment Services to help the Customers to remit money to the respective Entities, towards procuring various products and services (including financial products and services) from the Entities. The products and services being provided by the Entities shall be governed by the terms and conditions stipulated by the respective Entities, for the relevant products/services. Sub-K shall not be responsible for any delay or deficiency in providing services by the Entities, for which the Payment Services are being used. In case of such instances, the Customers shall directly take up the same with the relevant Entities.
- Before initiating a payment using the Payment Services, it shall be sole responsibility of the Customer to verify and ensure the data/information being entered/submitted for facilitating the payment is correct and accurate. In case the amount is paid to wrong account, due to incorrect/insufficient data/information being provided/submitted by the Customer, neither Sub-K nor the Entities shall be responsible for the same.
- If the Customer’s bank account is debited but the payment confirmation is not received, it is advisable to wait for some time and check with his/her banker, before initiating a repeat payment. The Customer shall be solely responsible in case any multiple debit to his/her account or multiple payment to the Entities, due to any repeated attempt for transaction using the Payment Services.
- Any refund of the amount paid using the Payment Services shall be as per the policy guidelines of the respective Entities. Sub-K will not be liable or responsible for any claims regarding refund of cancellation, with regard to the amount being paid/transferred using the Payment Services.
- If any additional amount is paid towards the repayment of EMI for loan facilities, the same may be considered as advance payment or as prepayment or as agreed between the Entities and the Customer, in accordance with the policies of the respective Entities.
- Sub-K shall not be responsible for any delay or failure in transactions, due to any connectivity/network/server issues, while using the Payment Services. Any complaint regarding the failed transactions shall be subject to the chargeback guidelines applicable to the respective payment mechanism or payment aggregator, as the case may be.
- In case the Entities or the payment aggregator charges any service/convenience fee for facilitating the Payment Services, the same shall be borne by the Customer. The Customer is advised to enquire and be satisfied about the charges being levied for the Payment Services, before proceeding with the transaction. Any enquiry or dispute with regard to levying the service/convenience fee shall be taken up with the respective Entity/payment aggregator.
- Sub-K shall not be responsible for any virus attack, malware issues, system breakdown etc., while facilitating the Payment Services. Sub-K shall not be responsible for any cheating, fraud, or any unauthorized transaction happening due to the use of Payment Services. the Customers are advised to use their payment instrument/method credentials with almost care and caution.
- The Customer agrees and confirms that the data/information provided/submitted by the Customer (including the sensitive personal data/information) shall be collected, stored, processed, and used by Sub-K, Entities and the payment aggregators as per their respective policies and in accordance with the regulatory/statutory guidelines as applicable from time to time.
- Sub-K doesn’t provide any warranty or guarantee (express or implied) with regard to the Payment Services being facilitated through its platforms.
- Sub-K will not be liable for any loss, damage, liability, expenses, cost (whether direct or indirect or consequential) of any kind which may be suffered or incurred by any Customer or third party, due to the usage of the Payment Services.
- Any dispute/complaints with regard to the usage of Payment Services shall be guided by the law of India and shall be subject to the exclusive jurisdiction of the courts/tribunals situated at Hyderabad.