Corporate Governance Policy

Satya Capital Services Private Limited

1. Introduction

This Corporate Governance Policy (“the Policy”) establishes the framework for the operation of the Board of Directors at Satya Capital Services Private Limited (“the Company”). It outlines the Company’s corporate structure, culture, and key policies, as well as its approach to engaging with stakeholders. The Policy aligns with the Companies Act, 2013, and the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended from time to time.

2. Board of Directors

• The Board acts in the best interests of the Company and its shareholders, adhering to the Code of Conduct adopted by the Board.
• The Board will maintain an optimal mix of executive and non-executive directors in line with the Companies Act, 2013, and other applicable regulations.

3. Board Meetings and Quorum

• The Board will meet at least four times annually, with no more than 120 days between consecutive meetings.
• The quorum for Board meetings will be either one-third of the total Board strength or two directors, whichever is higher.

4. Committees of the Board

• Audit Committee: Constituted as per Section 177 of the Companies Act, 2013, and relevant RBI guidelines, the Audit Committee exercises powers and duties as prescribed by law and as delegated by the Board.
• Nomination and Remuneration Committee: Established in accordance with Section 178 of the Companies Act, 2013, and RBI guidelines, this committee is responsible for matters related to the nomination and remuneration of directors and senior management.
• Asset-Liability Management Committee (ALCO): Formed as per RBI guidelines, ALCO oversees risk management practices relating to the Company’s capital structure. The Company maintains a Board-approved Asset Liability Management Policy and makes necessary disclosures.
• Risk Management Committee: Set up according to RBI requirements, this committee manages integrated risks, including liquidity, interest rate, and currency risks, and ensures the implementation of a robust risk management system and strategy.
• IT Strategy Committee: Constituted at the Board level as required by RBI’s IT governance directions, this committee oversees the development, approval, implementation, and review of the Company’s IT strategy.
• IT Steering Committee: Comprising senior management from IT and business functions, this committee is responsible for IT governance, risk, controls, and assurance practices.

5. Fit & Proper Criteria

• The Company maintains a Board-approved “Fit and Proper Criteria for Directors” policy in line with RBI’s scale-based regulations.
• Disclosures from directors are obtained periodically to ensure compliance.
• The Company submits quarterly statements on director changes and certificates of compliance with fit and proper criteria to the RBI, with the March 31 statement certified by the auditors.

6. Vigil Mechanism

• The Company has a vigil mechanism/whistle blower policy to allow directors and employees to report genuine concerns about unethical conduct, suspected fraud, or violations of the Code of Conduct.
• The policy ensures that individuals can report concerns without fear of retaliation and is available on the Company’s website.

7. Statutory Auditors

• The appointment of statutory auditors and audit firm partners is carried out in accordance with Sections 139 and 141 of the Companies Act, 2013, and applicable RBI guidelines, as amended from time to time.

8. Disclosure

• The Company aims to make comprehensive disclosures in its corporate governance report, in accordance with SEBI (LODR) Regulations, 2015, and as required by the RBI’s Master Direction for NBFCs.

9. Policy Review

• The Board will review this Policy periodically and make updates as necessary to ensure ongoing compliance with applicable laws and regulations.

CIN: U74899AS1995PTC012394, RBI REGD NBFC – B.08.00207
Reg. Office: 205, 1ST FLOOR OF SHREE RAM MARKET CHATRIBARI GUWAHATI INDIA-781001
Contact No.: 9099120230 | Email ID: satyacapital1995@gmail.com