HARSHREEJEE FINANCE & LEASING COMPANY PVT. LTD.
Reg. No. RBI B-14.02044
202, Second Floor, Chaudhary Complex, Plot No. 9, Veer Savarkar Block, Shakarpur, East Delhi – 110092
This Corporate Governance Policy (“Policy”) has been adopted by Harshreejee Finance & Leasing Company Private Limited (“HSFLCL” or “the Company”) in accordance with the provisions of the Companies Act, 2013, the Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (“RBI SBR Directions”), and other applicable laws, circulars, and guidelines. The Policy outlines the governance framework of the Company to ensure transparency, accountability, fairness, and ethical conduct in all its business operations.
To institutionalise governance principles that promote ethical business conduct, transparency, accountability, and fairness across all levels of management.
This Policy applies to all members of the Board of Directors, Key Managerial Personnel (KMP), Senior Management, and employees of HSFLCL.
The governance framework ensures alignment with RBI and Companies Act requirements through effective oversight, transparent disclosures, and responsible management.
The Board shall guide the Company strategically, ensure compliance, and monitor management performance. It shall meet at least four (4) times a year, with no more than 120 days between two meetings. Quorum shall be one-third of the total Directors or two Directors, whichever is higher. Minutes of all Board and Committee meetings shall be maintained in accordance with Section 118 of the Companies Act, 2013.
The Board may constitute committees to ensure focused oversight and compliance in specific functional areas, such as:
Each Committee shall function under a Board-approved charter consistent with statutory requirements.
All Directors shall meet the “Fit and Proper” criteria as prescribed by RBI. Declarations shall be obtained at the time of appointment and annually thereafter. The Company shall maintain records and notify RBI of any changes in directorships.
All Directors, KMP, and employees shall maintain integrity, confidentiality, and ethical behaviour at all times. They shall act in the best interest of the Company and its stakeholders.
A Whistleblower Policy shall be maintained to enable employees to report unethical behaviour or violations without fear of retaliation. All complaints shall be investigated confidentially under Audit Committee supervision.
The Company shall make timely disclosures of financial performance, policies, and governance practices. Key policies such as Fair Practice Code, Interest Rate Policy, and Grievance Redressal Mechanism shall be published on the official website (www.hsflcl.com). Financial statements shall include disclosures required under the Companies Act and RBI guidelines.
Remuneration of Directors and Senior Management shall align with prudent risk-taking, fairness, and long-term value creation, as per the Board-approved Nomination & Remuneration Policy.
This Policy shall be reviewed annually or upon material regulatory or operational change. Amendments shall be approved by the Board of Directors.
Approved by the Board of Directors of Harshreejee Finance & Leasing Company Pvt. Ltd. at its meeting held on __________.
For and on behalf of Harshreejee Finance & Leasing Company Pvt. Ltd.
Director
