Policy

AUXILO FINSERVE PRIVATE LIMITED (Auxilo/Company) believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

To ensure strict compliance with ethical and legal standards across the company, the Whistle blower Policy has been formulated. The Policy provides a window to raise a concern over an issue which is unethical, actual or suspected fraud or violation of law, thus encouraging all its constituents to timely report any alleged wrong doings, potential illegal activity or suspected impropriety.

• Scope

  The Policy, therefore, defines the process of raising a complaint, the safeguards for the person raising a complaint, the roles and responsibilities of the stakeholders and sets the timelines for processes to be followed.
  
  An indicative list of instances that may be reported under this policy has been annexed to this policy as Annexure I.

• Applicability 

  The Policy covers all directors, employees, third party vendors and consultants operating out of any location of the Company or for the Company.

• Definitions 

  1. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.
  2. “Disciplinary Action” means any action that can be taken on the completion of or during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
  3. “Employee” means every employee of the Company, including contractual employees and the directors in the employment of the Company.
  4. “Subject” means a person against or in relation to whom a Complaint is made or an evidence is gathered during the course of an investigation.
  5. “Whistle Blower” is a person or entity making a complaint of any actual or suspected unethical and improper practice that he/she may have observed or has knowledge.
  6. Complaint: The reporting of any Unethical and Improper Practice under the policy provisions made in good faith by a Whistle Blower.
  7. “Ombudsperson” shall be the Head – Human Resources of the Company and shall be authorized to receive the complaints lodged by a Whistle Blower, supervise the investigation and ensure appropriate action. Ombudsperson shall report directly to the Audit committee in relation to any matter under this policy.

• Raising a complaint

  It is the duty of all the directors, employees, vendors, consultants to notify the company if they observe or learn of any unethical or improper practices. Failure to promptly raise a known or suspected violation shall also be considered as an unethical behaviour. This is an extension of the company’s “Code of Conduct” which provides for the standards of ethical behaviour and personal conduct of the employees.

• Guiding principles for raising a complaint

  1. Reports of allegations of suspected Unethical and Improper Practices are encouraged to be made in writing so as to assure a clear understanding of the issues.
  2. The reports should be factual rather than speculative and must contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures.
  3. The Whistle Blower need not prove the concern but must demonstrate sufficient grounds for raising the concern.
  4. The Whistle Blower is expected to provide all factual corroborating evidence, as is available / possible, to enable the commencement of an investigation, material which demonstrates sufficient grounds for concern.
  5. The disclosure can also be made anonymously, but it will be the decision of the Ombudsperson to further act upon an anonymous Complaint or not, depending upon the disclosure so made.
  6. The motivation of the Whistle Blower is irrelevant to the consideration of the validity of the allegation.
  7. The Whistle Blowers will not be immune from disciplinary action if the Whistle Blower is found guilty of or is a party to the allegations.

• Procedure to raise a complaint

  The Complaint against the employees can be made in any of the following methods:

  1. Written Complaint: A written Complaint can be sent to the Company’s registered office address captioning it as “Confidential under Whistle Blower Policy” and addressed to the Ombudsperson,
  2. Email – A Complaint can be sent via email to the Ombudsperson at whistleblower@auxilo.com

  The complaints so received will be attended to by the Ombudsperson.
  
  The Complaint against the Directors and the Ombudsperson can be made in any of the following methods:

  1. Written Complaint: A written Complaint can be sent to the Company’s registered office address captioning it as “Confidential under Whistle Blower Policy” and addressed to the Audit Committee Chairman
  2. Email – A Complaint can be sent via email to the Audit Committee Chairman at whistleblower.auxilo@gmail.com

• Procedure for investigation 

  All Complaints received will be categorized in two broad categories:

  1. Complaints against any Director and Ombudsperson
  2. Complaints against employees of the Company.
     

  Complaints against any Director and Ombudsperson

  Complaints against a Director and Ombudsperson shall be written to the Chairman of the Audit Committee.

  The Chairman of the Audit Committee shall decide to deal with such complaint as he may deem fit including appointing any investigation agency to investigate such a Complaint and report to the Audit Committee. Any disciplinary action shall be decided by the Audit Committee.

  Complaints against employees of the Company

  The Ombudsperson will carry out preliminary investigation of a Complaint to decide if a full investigation is required based on facts alleged in the Complaint. If a full investigation is not required, the Ombudsperson shall prepare a report for the Audit Committee.

  If the Ombudsperson decides that a full investigation is required, the Ombudsperson shall supervise the investigation and ensure appropriate action The Ombudsperson shall prepare a complete report compiling the details on the complaint received, investigation carried out and the action taken for the Audit Committee.

  In certain cases, the Ombudsperson may recommend the appointment of an outside firm / investigation agency to the Executive Committee to review and appoint, to act as an “Ombudsperson” to investigate certain complaints received, for reasons like complaint being from branch location other than where the Ombudsperson operates from, case requires a special skill/technicalities to understand that would help an appropriate investigation,

  Complaints against employees of the Company - In appropriate/exceptional cases, direct access to the Chairman of the Audit Committee will be permitted subject to the approval of the Ombudsperson

  A Quarterly update shall be provided by the Ombudsperson to the Audit Committee.

• Disqualification

  In case the Ombudsperson reaches a conclusion that a Complaint has been made in bad faith and is a false accusation, or is an abuse of process, or the Complaints are repeatedly frivolous, then the Ombudsperson may recommend that appropriate action be taken against the person making the false Complaint(s), including reprimand. Having said that, the Company clearly understands that some Complaints may not result in any investigation or action at a later stage even though they are made in good faith. In such circumstances, no action would be initiated against the Whistleblower. It is also clarified that this process should not be used as a grievance redressal mechanism.

• Remedies and Discipline

  If it is determined that an Unethical and Improper Practice has occurred, the following actions may be taken, as deemed fit to correct it:

  1. Any person found guilty of violation of the Company's Code of Conduct will be subject to disciplinary action up to and including termination of employment or removal from position associated with the Company.
  2. Appropriate procedures, policies, and controls will be established in all departments to ensure early detection of similar violations.
  3. During the investigation period or at any time thereafter, if any employee is found to be (a) retaliating against the Whistle Blower, (b) coaching witnesses or c) tampering with evidence, then it would lead to severe disciplinary action including termination of employment.
  4. For the avoidance of doubt, this Policy does not preclude the remedies/processes available and provided under applicable law(s) for any Unethical and Improper Practice.

• Whistle Blower Protection 

  No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a complaint under this Policy.
  
  The Company will keep the Whistle Blower's identity confidential, unless (a) the person agrees to be identified; (b) identification is necessary to allow the Company or law enforcement officials to investigate or respond effectively to the report; (c) identification is required by law; or (d) the person accused of violations of the Unethical or Improper Practice is entitled to the information as a matter of legal right in disciplinary proceedings.
  
  The Company prohibits retaliation against a Whistle blower with the intent or effect of adversely affecting the terms or conditions of employment (including but not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on salary or wages). Whistle Blowers who believe that they have been retaliated against may file a written Complaint with the Audit Committee. A proven Complaint of retaliation shall result in a proper remedy for the person harmed and severe disciplinary action including termination of employment against the retaliating person. This protection from retaliation is not intended to prohibit managers or supervisors from taking action, including disciplinary action, in the usual scope of their duties and based on valid performance-related factors.
  
  Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

• Secrecy/Confidentiality

  The Whistle Blower, the subject, the Ombudsperson and everyone involved in the process shall

  1. maintain complete confidentiality/ secrecy of the matter
  2. not discuss the matter in any informal/social gatherings/ meetings
  3. discuss only to the extent or with the persons required for the purpose of completing the process and investigations
  4. not keep the papers unattended anywhere at any time
  5. keep the electronic mails/files under password
  6. a record of complaints, conclusion, actions etc, if any, shall be maintained by the Company.
  7. not to post any of the details of the matter on social media site
  8. Any matter, if needs to be notified to the Government/Statutory authorities should be done post consent of the company
  9. If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.

• Functions and role of the Ombudsperson 

  1. To receive Complaints and provide acknowledgment to the Whistle Blower within two working days of receiving the Complaint
  2. To recommend the appointment of an outside firm / investigation agency to act as an “Ombudsperson” to investigate certain complains received, for reasons like complaint is from branch location other than where the Ombudsperson operates from, case requires a special skill/technicalities to understand that would help an appropriate investigation, to the Executive Committee to review and appoint.
  3. To maintain tracker for Complaints raised along with action taken report
  4. To carry out an initial investigation based on preliminary evaluation of Complaint and the quality of information / evidences provided for Complaints, within 1 week of receiving the Complaint and supervise to obtain the investigation report wherever necessary;
  5. The Ombudsperson shall then be responsible to take charge immediately of the Investigations report.

  To review the final report and upon providing necessary opportunity to hear for both the Whistle Blower as well as the person against whom the complaint is received, the Ombudsperson shall decide on the disciplinary action to be taken for each case.
  
  To review and monitor corrective action initiated to prevent/minimize the recurrence of such events.
  
  To present an update on cases investigated and action taken report to the Audit Committee
  
  In case of repeated frivolous complaints, the Ombudsperson may take suitable action against the concerned employee, including reprimand;
  
  All documentation pertaining to the complaints, including but not restricted to the investigation report corrective action taken, and evidence will be maintained by the Ombudsperson for a period of not less than 3 years from the date of disposal of the Complaint.

• Functions and role of Audit Committee:

  To review and approve the “Whistle Blower” process / framework;
  
  To review and monitor cases presented each quarter;
  
  To review the final report submitted by the Chairman of the Audit Committee post investigation and decide any disciplinary action to be taken in case of Complaints received against the Corporate Officers
  
  If any of the members of the Audit Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee should deal with the matter on hand. In an event more than one member recuses themselves and there is no requisite quorum, the matter shall be referred to the Board.
  
  In an event, the Chairman of the Audit Committee is required to recuse himself, the remaining members of the Audit Committee shall elect one amongst themselves to act as the Chairman.

• Chairman of Audit Committee:

  To deal with Complaints received against the Corporate officers, or against any Director or Chairman of the Company; the Chairman of the Audit Committee shall decide to deal with such Complaint as he may deem fit including appointing any investigation agency to investigate such the Complaint; and
  To submit final report to the Audit Committee.
  The Audit Committee may report the case to the Board, if deemed necessary.

• Reporting to Audit Committee

  A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee.
  
  The Audit Committee reserves the right to review, amend or modify this Policy in whole or in part, at any time.

• Annexure I

  1. Unethical business practices like bribery taken / given
  2. Non-financial significant favors, gifts beyond the defined guidelines
  3. Misuse of company funds, assets, property, facilities etc.
  4. Negligence causing substantial risk to public health and safety
  5. Manipulation of company data / records
  6. Financial irregularities, including fraud, or suspected fraud
  7. Abuse of authority
  8. Criminal offence
  9. Theft of confidential / proprietary / customer information
  10. Violation of law / regulation organization wide
  11. Embezzlement of company funds/assets
  12. Breach of employee Code of Conduct or Rules
  13. Any other unethical behaviour

I. INTRODUCTION

Auxilo Finserve Private Limited (the "Company" or "Auxilo") recognizes that the transactions with the Related Parties may present potential or actual conflict of interest. This policy of Related Party Transactions has been adopted by the Company's Board of Directors in order to set forth the guidelines for identifying, reviewing and to establish the approval mechanism for the Related Party Transactions and to ensure each of such transactions are in the best interest of the Company.

II. OBJECTIVE

This Policy aims to ensure compliance with the applicable provisions of the Companies Act, 2013 (“Act”) for carrying out the transactions with Related parties. Related Party Transactions referred to throughout this Policy shall mean contracts / arrangements / transactions with a Related Party (as defined under the Act).

In case of any amendment(s), clarification(s), circular(s), etc., (together referred to as notification) issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then notification shall prevail over the provisions of the policy and the Policy shall stand amended accordingly from the effective date as laid down under such notification.

The definition of the capitalized terms used in the policy shall have the meaning ascribed to such term in the Act and the Rules framed thereunder, as amended from time to time.

III. IDENTIFICATION AND MONITORING OF RELATED PARTIES

1. The Company Secretary shall periodically circulate the list of Related Parties, as defined under Companies Act, 2013 and as intimations received from the Directors / Key Managerial Personnel or changes in corporate or investment structure, to all the Head of Departments (HODs) in order to ensure that the same is made known to all the concerned persons. .
2. All the proposed transactions with the Related Parties shall be brought to the notice of Secretarial Team before entering into.
3. All such Transactions reported to the Secretarial Team shall be placed for approval/noting/ratification, as applicable, before the Audit Committee / Board of Directors.
4. To review a Related Party Transaction, the Audit Committee / Board shall be provided with all the relevant information pertaining to the Related Party Transaction, including the name of the related party, the nature of the relationship, nature of the transaction, whether the transaction is in the ‘Ordinary Course of Business’, whether the transaction is at ‘Arm’s Length’ and any other matter, as may be required.
5. Upon determination, the Audit Committee will refer the Related Party Transaction requiring approval pursuant to section 188 of the Companies Act, 2013 or any other applicable provisions, to the Board of Directors. Further, in case of transaction, other than transactions referred to in Section 188 of the Companies Act, 2013, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board of Directors of the Company.
6. All the Related Party Transaction (including the terms of the transaction and the business purpose of the transaction) must be either noted or approved or form part of the omnibus approval by the Audit Committee / Board of Directors as applicable; if not previously reviewed, it must be either ratified or rescinded by the Audit Committee / Board of Directors subsequently.
7. In assessing a Related Party Transaction, the Audit Committee / Board of Directors shall consider such factors as deemed appropriate,  including  but not limited to the following:

• the business reasons for Auxilo to enter into concerned transaction with the related party;
• the commercial reasonableness of the terms of the said transaction
• whether the terms and conditions of the said Related Party Transactions are fair to the company;
• the actual or apparent conflict of interest of the Related Party participating in such Related Party Transaction.

IV. MATERIALITY THRESHOLDS

The Company shall follow materiality thresholds for Related Party Transactions as per the Companies Act, 2013 and the applicable Rules framed thereunder for transactions with Related Parties which are not in the Ordinary Course of Business and / or not at Arm’s Length basis.

V. OMNIBUS APPROVAL

The Audit Committee shall specify and approve the criteria for making the omnibus approval on an annual basis which shall include the following, namely:-  

1. maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a year;   
2. the maximum value per transaction which can be allowed;   
3. extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;   
4. review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of the omnibus approval made;  
5. transactions which cannot be subject to the omnibus approval by the Audit Committee.   

The Audit Committee shall also consider the following factors while specifying the criteria for making omnibus approval, namely: -

(a) repetitiveness of the transactions (in past or in future);

(b) justification for the need of omnibus approval.

VI. DISCLOSURE

All Related Party Transactions shall be disclosed in the financial statements and the Board report, pursuant to the Companies Act, 2013 and other applicable provisions.

1. THE POLICY

The Remuneration Policy lays down the criteria to appoint a person as a director or personnel in the senior management and to carry out the due diligence to determine the suitability to continue to hold appointment based upon qualification, expertise, track record, integrity of the appointee.

It lays down provisions relating to remuneration payable to the Directors, Key Managerial Personnel, Senior Management and all the other employees of the company

The Policy aims to establish remuneration system to attract, retain, reward and motivate the best talent in the industry it operates.

The Policy lays down the company’s commitment to

1. Establish the remuneration system driven by the strategic objectives of the company
2. Establish remuneration practices strengthened by the principles of meritocracy and fairness.
3. Ensure the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The standards so set shall be the guidelines for the Committee, Company’s management and Human Resources Department to follow in its recruitment process.

2. SCOPE AND COVERAGE

The Policy covers the following in the subsequent sections:

1. Criteria to appoint a person as a director or personnel in the senior management
2. Criteria for determining qualifications, positive attributes and independence of director
3. Guiding principles for the Remuneration payable to Directors, Key Managerial Personnel, Senior Management and other employees of the company
4. Evaluation mechanism of the Board, Committees and directors

3. DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, words and expressions used in the policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning assigned to them therein.

3.1. Definitions

3.1.1. “Board” shall mean the Board of Directors of the Company;

3.1.2. “Committee” shall mean Nomination and Remuneration Committee as constituted and reconstituted by the Board of Directors of the Company in accordance with the company law and applicable provisions.

3.1.3. “Company” shall mean Auxilo Finserve Private Limited;

3.1.4. “Company Law” means the Companies Act, 2013 and rules thereunder;

3.1.5. “Independent Director” shall mean the Director referred to in section 149 of the Companies Act, 2013

3.1.6. “Senior Management” shall mean Senior Management means Personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

3.1.7. “Key Managerial Personnel” shall mean the following:

• the Chief Executive Officer or the Managing Director or the Manager;
• the Whole-time director;
• the Chief Financial Officer;
• the Company secretary;

4. CRITERIA FOR APPOINTMENT AS A DIRECTOR OR A PERSONNEL IN THE SENIOR MANAGEMENT

The Committee shall identify persons who are qualified to be appointed as the Directors of the Company or who may be appointed in the Senior Management of the company and recommend to the Board their appointment and removal.

The Committee shall recommend only upon the ascertainment of the credentials of the person such as the educational qualifications, experience, track record and expertise for the position being considered.

The Committee shall be guided by the following criteria:

1. The Person to be appointed as Director, Key Managerial Personnel (in accordance with the provisions of the Company Law) or a personnel at the Senior Management Level should possess the qualifications, expertise, track record and experience requisite to the position he/she is considered for appointment. The committee shall exercise due diligence and be guided by the prudence to decide whether the qualification, expertise and experience possessed by a person is adequate for the concerned position.
2. The Committee while identifying a person for the position of a Director may be guided by the fact that the company seeks the guidance, insights and directions from the Directors derived from their vast experience while having them on its Board. The Board members’ review, advice and expertize helps the company in sound decision making. Their experience, expertize and foresight stands as a great asset to the company, besides the honour that their association bestows upon the Company.
3. The Committee shall ascertain the integrity, the qualifications and the experience in the industry for the position of the Executive/Whole-time Directors/Key Management Personnel and Personnel at Senior Management Level. These positions shall be on a full time basis devoting all the professional time of the Personnel to the Company.
4. The tenure, appointment and the reappointment of all the positions shall be subject to the applicable provisions of the Company Law and to the Board approved Human Resources Policies of the Company.
Retirement/Removal
5. Due to any reason 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 or Key Managerial Personnel subject to the provision and the compliances of the said Act, rules and regulations.
6. The Whole-time Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing Human Resource policies of the company. The Board will have the discretion to retain the Whole-time Director, Key Managerial Personnel and Senior Management Personnel in the same Position / Remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.
Remuneration
7. The Remuneration / Compensation / Commission etc., to the Executive Directors shall be determined by the Committee and recommended to the Board for approval at the time of appointment.
Documentation
8. The Committee shall ensure 'fit and proper' status of the proposed/ existing directors of the Company upon a review of the necessary information in terms of the Master Directions -Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016. The Committee shall review and take on record the deeds and declarations received from all the Board Members of the Company.

5. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTOR

The Committee shall identify persons who are qualified to be appointed as Independent Directors of the Company and recommend to the Board their appointment.

The Committee shall recommend only upon the ascertainment of the credentials of the person such as the educational qualifications, experience and expertise for the position of an Independent Director of the Company.

The Committee shall be guided by the following criteria:

1. The Person to be appointed as an Independent Director should possess the qualifications, expertise and experience requisite to the position.
2. The Committee while identifying a person for the position of an Independent Director may be guided by the fact that the company seeks the guidance, insights and directions from the Independent Directors derived from their vast experience while having them on its Board. The review of the business by the Independent Directors, their advice and expertize helps the Company in sound decision making.
3. The integrity, experience, expertize and foresight of the Independent Directors stands as a great asset to the Company, besides the honour their association bestows upon the Company.
4. To recommend for the position of the Independent director the Committee be guided by the provisions under the Company law to determine the status of independence of the Director.
5. For determining and recommending the terms of appointment in reference to the tenure, reappointment and others, the Committee shall be guided by the applicable provisions of the Company law.
6. The appointment and the reappointment of all the independent directors shall be subject to the applicable provisions of the Company Law.
7. The Remuneration / Compensation / Commission etc., to the Independent Directors shall be determined by the Committee and recommended to the Board for approval at the time of appointment. The sitting fees payable to the Independent Directors shall be as determined by the Board from time to time.

6. REMUNERATION PAYABLE TO DIRECTORS, KEY MANAGERIAL PEROSONNEL AND OTHER EMPLOYEES

Principles of remuneration

1. The remuneration system shall be based on the principles of meritocracy and fairness.
2. The remuneration payable shall be based on the performance benchmarks of the respective position and industry standards.
3. The remuneration structure of the Directors, Key Managerial Personnel and Senior Management Personnel should strike a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
4. The remuneration fixed of all the other employees shall be performance driven and should be as per industry standards and in accordance with the Board approved Human Resource Policies. The remuneration structure may or may not be consisting of fixed and incentive categorization.
Annual Review of the Remuneration
5. The Committee shall annually review the remuneration payable to the Executive Directors/Whole Time Directors/Managing Director and recommend any revision thereof on the basis of financial conditions of the company and the performance of the respective director.
6. The annual review of the remuneration payable to all the employees of the company including the Key Managerial Personnel and Personnel at the Senior Management level shall be based on the review of the performance against the benchmarks set for the respective position. The same shall be subject to the Board approved Human Resource Policies of the Company.
Remuneration to the Executive Directors/Whole time Director/Managing Director (Director)
7. The remuneration and commission to be paid to the Executive Directors/Managing Director/Whole time Director shall be in accordance with the provisions of the Company Law and the rules made thereunder.
8. The Committee while recommending the remuneration shall ensure that the level and composition of remuneration is reasonable to attract, retain and motivate directors of the quality required to run the company successfully and is thus sufficient to justify the position and responsibility of the Directors.

7. EVALUATION MECHANISM OF THE BOARD, COMMITTEES AND DIRECTORS

The Committee shall be empowered to specify the manner for effective evaluation of performance of the Board, its Committees and the individual directors to be carried out. It shall lay down the manner for effective evaluation of performance of Board, its committees and individual directors, review its implementation and compliance.

8. AMENDMENT TO THE POLICY

The Policy shall be reviewed annually or earlier if deemed necessary by the Board of Directors of the Company

The amendments in the Policy may also be necessitated as and when the applicable provisions of the Company Law based on which the Policy is made, is amended. With effect from the date of amendment in law the amended provisions will prevail over the policy until the suitable amendments are made to the Policy.

GRIEVANCE REDRESSAL MECHANISM (GRM)

Grievance Redressal Mechanism herein provides the process of resolving any disputes/complaints arising out of the decisions of the company’s functionaries.

LEVEL 1

The Customer/Borrower having any grievance/complaint can register the complaint giving the details of the complaint and the name of the officer/employee of the company concerned in the following ways, which shall be addressed in a maximum of ten working days:

• Call the Customer helpdesk no 022 62463333
• Email at customercare@auxilo.com
• Can be submitted in writing at the Branch office/place where the business is transacted addressing it to the Branch Manager followed by the location name captioning it as “Under GRM"
• Can be posted to the address Auxilo Finserve Pvt Ltd, Office No. 63, 6th floor, Kalpataru Square, Kondivita Road, Andheri East, Mumbai 400059, captioning it as “Under GRM"

Branch manager herein will also refer to the manager concerned of the non-branch office where the company’s business is transacted. If the complaint is against the Branch Manager, same should be addressed to the Customer Grievance Redressal Officer.

In case the customer is not satisfied with the resolution/response provided by the customer engagement team/s as above, then customer shall escalate to Level 2 as given below.

Grievance Redressal for ex-gratia payment - The Customer/Borrower having any grievance/complaint in regards to Government of India’s scheme for the ex-gratia payment of difference between compound interest and simple interest for six months to borrowers in specified loan accounts can register the complaint giving the details of the complaint by sending an email to the below mentioned concerned email id, for which the preliminary remarks shall be provided by the company through its designated nodal officers for this purpose within 72 hours and a final response within 7 working days.

Grievance submission by the customers can be submitted at the Branch office also.

LEVEL 2

If the Customer is not satisfied with the initial resolution or the complaint is against the Branch Manager, the complainant can send the complaint addressing to the Customer Grievance redressal officer quoting the acknowledgment number of initial complaint. Below mentioned are the details of Customer Grievance redressal officer:

We will make our best efforts to resolve customer’s complaint at this level.

Level 3

If the complaint/ dispute is not redressed within a period of one month, the customer may appeal to the following authority

Officer-in-Charge
Reserve Bank of India,
Department of Non-Banking Supervision,
RBI Building, Opp. Mumbai Central Railway Station,
Near Maratha Mandir,
Byculla, Mumbai - 400 008

Code Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive Information & Policy For Determination Of “legitimate Purpose"

BACKGROUND

The Company shares data or information with various stakeholders like organizations, agencies, institutions, intermediaries, establishments, persons, etc., during the course of its business operations. Such unpublished data or information, if made publicly available may impact the market price of the listed securities of the Company. If such persons trade on the basis of such an information, it could result in an undue advantage to such persons. The trading in the securities by an insider is governed by and is subject to the Securities and Exchange of India (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”), as amended from time to time.

Pursuant to Regulation 8 of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) and Policy for Determination of “Legitimate Purpose” (together referred to as “Code”) is approved by the Board of Directors of Auxilo Finserve Private Limited (Auxilo / Company).

OBJECTIVE

This Code is formulated to provide the company a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the company’s securities.

APPLICABILITY

This Code shall be applicable and binding on all the employees, directors and such other persons authorized to speak on behalf of the Company.

DEFINITION

Unpublished price sensitive information (UPSI) means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall,  ordinarily including but not restricted to, information relating to the following: 

1. financial results;
2. dividends;
3. change in capital structure;
4. mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such other transactions;
5. changes in key managerial personnel; and
6. such other information as determined by the Board of Directors/Managing Director /Compliance Officer from time to time.

Connected Person means Connected Person as defined under SEBI Regulations 2015 and shall also include promoters and their directors and key managerial personnel.

Insider means any person who is a Connected Person or in possession of or having access to Unpublished Price Sensitive Information.

The definition of the capitalized terms used in the Code shall have the meaning ascribed to such term in the Regulations, as amended from time to time.

DISCLOSURE OF UPSI

The Company shall ensure timely, adequate, uniform and universal dissemination of information and disclosure of Unpublished Price Sensitive Information (“UPSI”) relating to the Company or its Securities pursuant to this Code as required under the Regulations so as to avoid selective disclosure.

Designated Chief Investor Relations Officer

The Chief Financial Officer of the company shall be designated as the Chief Investor Relations Officer. The Chief Investor Relations Officer in co-ordination with the Company Secretary/Compliance Officer shall be responsible to deal with the dissemination and disclosure of Unpublished Price Sensitive Information pursuant to this Code and as required under the Regulations.

The Chief Investor Relations Officer shall report to the Managing Director with respect to this Code.

Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information

1. I.Fair Disclosure of Unpublished Price Sensitive Information

   1. Prompt public disclosure and dissemination shall be made of any Unpublished Price Sensitive Information (save and except disclosure required to be made under any law or under this Code) that would impact the price discovery so as to make it generally available.
   2. Any such information to be disclosed on behalf of the Company shall be first marked to the Chief Investor Relations Officer, for approval. The disclosure/dissemination shall be made public or published on behalf of the Company only if the same is approved by the Chief Investor Relations Officer. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.
   3. The dissemination of Unpublished Price Sensitive Information should be uniform and universal to avoid selective disclosure.
   4. Any instance of disclosure of information made selectively, inadvertently or otherwise on behalf of the company shall be informed to the Chief Investor Relations Officer. The Chief Investor Relations Officer will then promptly disseminate the information so as to make such information generally available.



2. II.Queries on news reports and requests for verification of market rumours by regulatory authorities

   1. Appropriate and fair response shall be provided on queries on news reports and requests for verification of market rumours by regulatory authorities in consultation with the Chief Investor Relations Officer. The Chief Investor Relations Officer, shall on receipt of requests as aforesaid, consult the Managing Director and send an appropriate and fair response to the same.
   2. The Chief Investor Relations Officer shall be responsible for deciding in consultation with the Managing Director of the Company as to the necessity of a public announcement for verifying or denying rumours and thereafter making appropriate disclosures.
   3. All requests/queries received shall be documented and as far as practicable, the Chief Investor Relations Officer, shall request for such queries/requests in writing. No disclosure in response to the queries/request shall be made by the Chief Investor Relations Officer, unless the Managing Director approves the same.
   4. The Chief Investor Relations Officer shall ensure that the guidelines for disclosure of UPSI are complied with when interacting with media and external public.


3. The UPSI shall be made available within the organization only on a need to know basis. The Chief Investor Relations Officer shall handle all the UPSI on a need-to-know basis only. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.
   
   The term “need-to-know basis” shall mean that UPSI should only be disclosed to/procured by such persons who need to share/need access to the UPSI in furtherance of legitimate purposes, performance of duties or discharge of legal obligations and whose possession of such Unpublished Price Sensitive Information will not give rise to a conflict of interest or amount to the misuse of such USPI.


4. It shall be ensured that no UPSI is provided to the analysts and research personnel. No person, except those authorized by the Chief Investor Relations Officer, shall disclose any information relating to the Company’s Securities to analysts and research persons.
   
   The Chief Investor Relations Officer shall be invited to meetings/ conferences organized by the Company with analysts/research persons. The Company shall take extreme care and caution when dealing with analysts’ questions that raise issues outside the intended scope of discussion. The Chief Investor Relations Officer should tackle the unanticipated questions carefully. The unanticipated questions may be noted and a considered response be given later in consultation with the Managing Director. If the answer to any question requires dissemination of UPSI, the Chief Investor Relations Officer, shall report the same to the Managing Director and obtain necessary approval for its dissemination to the Stock Exchanges/public announcement through press. The Chief Investor Relations Officer, shall, after dissemination of such UPSI, respond to such unanticipated questions.
   
   In case any UPSI is proposed to be provided to the analysts/research persons, the Chief Investor Relations Officer shall ensure that the information so provided is made public simultaneously with such disclosure.
   
   Recording of discussion:. In order to avoid misquoting or misrepresentation, the Chief Investor Relations Officer can make transcripts or arrangements for recording the discussions at the meeting.
   
   The Chief Investor Relations Officer, shall be responsible for drafting of the press release or the text of the information to be posted on the Company's web-site, in consultation with the Managing Director.


5. The term “legitimate purpose” shall include sharing of Unpublished Price Sensitive Information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.
   
   Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and it shall be ensure that the company executes the confidentiality agreement with such persons, to maintain confidentiality of such UPSI in compliance with the Regulations.

Intimation to Stock Exchange and Updates on Website

The Company shall disseminate all credible and concrete UPSI on a continuous and in a timely manner to stock exchanges where its Securities are listed in accordance with the requirements of applicable law and thereafter to the press.

The UPSI disclosed to the Stock Exchanges and to the Press shall also be promptly updated on the Company’s web-site. The Company may also consider other modes of public disclosure of UPSI so as to improve investor access to the same.

The information filed by the Company with the Stock Exchanges under the Stock Exchange Listing Agreement shall also be posted on the Company’s website.

The Company will also promptly intimate any amendment to this Code of Corporate Disclosure Practices to the Stock Exchanges, as required under the Regulations.

Policy On Determination Of Legitimate Purpose For Communication Of Unpublished Price Sensitive Information

Legitimate Purpose

“Legitimate Purpose” shall mean sharing of Unpublished Price Sensitive Information in the ordinary course of business or on a need-to-know basis. The Company may share the Unpublished Price Sensitive Information if required in the interest of the Company.

Legitimate Purpose shall, inter alia, include sharing of Unpublished Price Sensitive Information on need to know basis by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

In following cases which are illustrative in nature, sharing of Unpublished Price Sensitive Information would be considered as legitimate purpose:

1. For investigation, inquiry or request for information by statutory or governmental authorities or any other administrative body recognized by law;
2. Under any proceedings or pursuant to any order of courts or tribunals;
3. As part of compliance with applicable laws, regulations, rules and requirements;
4. Arising out of any contractual obligations or arrangement entered by the Company set forth in any contract, agreement, arrangement, settlement, understanding or undertaking.
5. Arising out of business requirement including requirement for the purposes of promoting the business and Strategies of business. Which may requires sharing of information with Promoters and Promoters in turn with their Promoters as well as by Promoters with their advisors, consultants, intermediaries, fiduciaries etc.
   • Sharing the relevant UPSI by Company or Promoters for advice, consultation, valuation, fund raising or other intermediation and approvals in relation to the subject matter of a proposed deal/assignment/tie- up/venture/fund raising;
   • Sharing the relevant UPSI by Company or Promoters with intermediaries, fiduciaries, merchant bankers, advisors, lawyers, bankers, consultants, valuers, auditors, insolvency professionals, business support agents, transaction processing service providers in order to avail professional services from them;
   • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals on projects relating to enterprise transformation, strategy, change management, analytics, re-organization, operation improvement, technology and similar domains;
   • Sharing the relevant UPSI by Company or Promoters with business partners essential to fulfill the terms and conditions of a business contract with a client, vendor, collaborator or lender;
   • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals in the process of evaluation of new products, business opportunities and new lines of business;
   • Sharing the relevant UPSI by Company or Promoters for statutory consolidation requirements or related customary disclosure obligations;
   • Sharing the relevant UPSI by Company or Promoters with persons engaged or involved in the processes leading to disclosure of events set out in Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and shall comply with the Code.

Process for sharing UPSI

The insider may conduct the following steps while sharing UPSI:

1. Satisfy that information is UPSI and sharing is for legitimate purpose
2. Identify the persons with whom the information is to be shared
3. Notify the recipient that UPSI is being shared and enter into a confidentiality/non- disclosure agreement.
4. Mode of sharing UPSI shall be either by an email (address directly to the insider without copying) or hard copy or any other electronic mode or device or provide access to the information, data, server with acknowledgement or verbal exchange.
5. Maintain names of the persons along with PAN (or any other identifier where PAN is not available) with whom information is shared. The database shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. This database shall be kept confidential.

Policy Review

The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time.
In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy.

As mandated under the Regulations, the Company shall disclose this Policy on its website.

CORPORATE SOCIAL RESPONSIBILITY POLICY VERSION: 1.0 (ORIGINAL)

AUXILO FINSERVE PRIVATE LIMITED (the "Company" or "Auxilo") recognizes its responsibilities as a corporate citizen and believes in a development which is beneficial to the society at large. The Company acknowledges the benefits it receives from the society and believes it has tremendous opportunity to pay back in return to the society by contributing to the social, economic and environmental progress of the country.

Objective and Purpose: Auxilo is committed to sustainable development and inclusive growth and is keen to improve the lives of the Community through its Corporate social responsibility (CSR) activities with key areas of focus being issues relating to education, gender equality and empowerment of women. The Policy shall serve as a guiding document in identification of CSR projects and shall lay down the process of execution, implementation and requisite monitoring to be undertaken by the Company.

CSR Activities/Projects/Programs

The Company shall undertake and pursue any of the CSR Activities / Projects / Programs on the sectors and issues relating to the following:

1. Promotion of Education and special education to enhance employability skills - Associate, collaborate and/or engage in activities to promote education, including special education and a positive learning environment. To engage in affirmative action interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons from disadvantaged sections of society. Associate, collaborate and/or engage in activities to promote skill development and to provide placement support to youth and support Entrepreneurship.
2. Social Advancement – Whilst supporting other social advancement initiatives, the company shall focus and associate and engage in the space of development and maintenance of school infrastructure and initiatives to improve the quality of education, overall shaping of a child’s personality, teacher’s training, higher education, research, and support initiatives to improves student outcomes and reduce dropout rates.
3. Promoting gender equality and empowerment of women - To engage in affirmative action interventions to promote the cause of gender equality and empowerment of women.
4. Natural Calamities – Disaster Relief Measures - Contributions towards disaster relief and rehabilitation through appropriate agencies
5. 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 economically backward classes, minorities and women
6. Environmental sustainability - Ensuring environmental sustainability through projects and programs aimed at promoting, protecting and/or enhancing renewable energy, water security, biodiversity and green practices

Any other project or program that falls under the purview of Schedule VII of Section 135 of the Companies Act, 2013, as amended from time to time.
The company shall promote employee volunteering through time and skills in the selected focus areas and projects. The preference may be given to undertake the activities in areas that fall within the economic vicinity of the Company’s operations to enable close supervision and ensure maximum development impact.

CSR Spend

1. The CSR spend for each Financial Year shall be, in terms of the applicable provisions of the Company Law, 2% of the average net profits of the Company made during three immediate preceding Financial Years.
2. Any surplus arising out of CSR projects, programmes or activities shall not form part of the business profit of the Company and would be ploughed back for CSR activities.

Procedure for CSR Activities

The CSR Committee shall delineate a CSR Plan for the CSR spend for each financial year or for more than one financial year. The CSR Plan shall provide for the CSR Activities to be undertaken along with the modalities of execution, implementation schedule, monitoring process and amount to be incurred on such activities.
The Committee shall submit the half-yearly report to the Board giving status of the CSR Activities undertaken, expenditure Incurred and such other details as may be required by the Board.

Implementation of CSR Activities / Projects / Programs

The Company shall implement the CSR Projects in association with specialized organization. The CSR Plan shall demarcate the implementation of CSR Activities through any of the following (referred to as Specialized /Partner Organizations) in terms of the provisions of the Companies Act, 2013.

1. A company established under section 8 of the Companies Act, 2013 or a registered trust or a registered society, established by the company, either singly or along with any other company, or
2. A company established under section 8 of the Companies Act, 2013 or a registered trust or a registered society, established by the Central Government or State Government or any entity established under an Act of Parliament or a State legislature
3. A company established under section 8 of the Companies Act, 2013 or a registered trust or a registered society, other than the above (1) and (2) such company or trust or society shall have an established track record of three years in undertaking similar programs or projects; and the company has specified the projects or programs to be undertaken, the modalities of utilisation of funds of such projects and programs and the monitoring and reporting mechanism
4. Collaborate with other companies for undertaking projects or programs or CSR activities. Provided the CSR Committee is in a position to report the CSR spend for Auxilo separately on such projects or programs.
5. The Company may build CSR capabilities of its personnel as well as those of implementing agencies through institutions with established track records of at least three financial years

Monitoring mechanism:

Primary monitoring shall be undertaken by Partner organizations and periodic monitoring and reviews will be undertaken by the CSR team.

Indicative CSR Plan

Audit Policy

Co Lending Policy