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- Nomination and Remuneration Policy
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1. Nomination and Remuneration Policy View
- Terms and Conditions for appointment of Independent Directors
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The following are the terms and conditions of appointment of the Independent Directors of the Company:
- APPOINTMENT
- The appointment of the Independent Directors is for a term of 5 years with effect from the date of their appointment on the Board of Directors of the Company (the Board).
- In compliance with provisions of section 149(13) of the Companies Act, 2013 (the Act), the Independent Directors are not liable to retire by rotation.
- The Independent Directors may be required to serve on one or more Board Committee(s), if any, as may be decided by the Board from time to time. They may also be required to be part of Operational Committees constituted by the Board viz. Management Acquisition Committee, Business Acquisition Committee, Board Acquisition Committee, Management Resolution Committee, Business Resolution Committee and Board Resolution Committee. The role of these Committees would be such as may be decided by the Board from time to time.
- ROLE, DUTIES AND RESPONSIBILITIES
- The duties and liabilities that come with the appointment as Independent Director would be as per the applicable laws and the Articles of Association of the Company
- As a member of the Board, the Independent Directors along with the other Directors will collectively be responsible for meeting the objectives of the Board which include:
- requirements under the Act and the Rules thereunder;
- accountability under the Directors’ Responsibility Statement;
- overseeing the maintenance of high standards of the Company’s values and ethical conduct of business.
- The Independent Directors will be expected to perform their fiduciary duties and exercise the skill and care expected of every Director. They shall also abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.
- The Independent Directors shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
- The Independent Directors shall discharge their duties with due and reasonable care, skill and diligence.
- The Independent Directors shall not engage in any activity which might impede the application of your independent judgment in the best interest of the Company.
- The Independent Directors shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
- The Independent Directors shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
- The Independent Directors shall not assign their office as Director and any assignments so made shall be void.
- Unless specifically authorised by the Company, the Independent Directors shall not disclose information in respect of the Company’s affairs to the media, the employees, the members, or to any other person.
- TERMINATION
- The Independent Director(s) may resign from their position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the Board
- Continuation of appointment of the Independent Director(s) is contingent on their getting reelected by the shareholders in accordance with provisions of the Act and the Articles of Association of the Company, from time to time in force. They will not be entitled to compensation if the shareholders do not re-elect them at any time.
- The appointment of the Independent Director(s) may be terminated on failure to meet the parameters of independence as defined in section 149(6) or on the occurrence of any event as defined in section 167 of the Act
- Upon termination or upon resignation for any reason, duly intimated to the Company, the Independent Director(s) will not be entitled to any compensation for loss of office.
- Corporate Social Responsibility
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- CSR COMMITTEE
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The CSR Committee of the Company comprises of the following Members:
- Mr. Manish Motilal Lalwani
- Mr. Ankit Arun Shah
- Mr. Chaitya Lalit Adani
- Mr. Srenik Sett
- Mr. Sakthivel Kaleswara Vignesh
- CSR Policy
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INTRODUCTION
The Corporate Social Responsibility (hereinafter referred to as the CSR) Policy is framed in terms of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “CSR Rules”) as amended from time to time.
CSR in India has traditionally been seen as a philanthropic activity. While the corporate houses have been engaged in doing CSR activities voluntarily, the CSR provisions put formal and greater responsibility on companies to set out clear framework and process to ensure strict compliance.
The Act has introduced the idea of CSR to the forefront and mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of a Company. Further the CSR Rules lay down the framework and modalities of carrying out CSR activities which are specified in Schedule VII of the Act.
SCOPE
Omkara Assets Reconstruction Private Limited (hereinafter referred to as OARPL or the Company) believes that every company has the responsibility to give back to the society where it operates, and it possesses not only financial resources but also transformational capacity to ensure that the society moves towards a better and brighter future. In accordance with this belief, OARPL will also take initiatives which will be independent of its ordinary course of business and aligned with the activities listed in Schedule VII of the Act read with Section 135 of the Act and the CSR Rules.
The various programmes, projects and activities (hereinafter collectively referred to as the CSR Programmes) to be carried out by the Company are the subject matter of this Policy.
CSR POLICY
OARPL has identified the following focus areas for its CSR Programmes:
- Eradicating hunger, poverty and malnutrition, promoting health care including 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.
- Promoting education including special education and employment enhancing vocation skills, especially among children, women, elderly and the differently abled; promoting livelihood enhancement projects;
- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centre and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
- 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;
- 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;
- Taking measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;
- Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports;
- 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 schedule caste, tribes, other backward classes, minorities and women;
- 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;
- 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).
- Contributing to rural or slum area development projects; and
- Such other activities, projects as well as areas listed in Schedule VII to the Companies Act, 2013 amended from time to time.
Our CSR policy framework is developed to assist the Company in undertaking well-planned initiatives that are participatory, outcome-oriented and measurable, with the overall objective of creating sustainable impact.
The following activities/contributions shall not constitute CSR expenditure:
- Activities undertaken in pursuance of normal course of business of the Company;
- Any activity undertaken by the Company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level;
- Contribution of any amount directly or indirectly to any political party under Section 182 of the Act;
- Projects benefitting the employees of the Company as defined in clause (k) of section 2 of the Code on Wages, 2019 and as amended from time to time;
- Activities supported on sponsorship basis for deriving marketing benefits for Company’s services;
- Activities carried out for fulfilment of any other statutory obligations under any law in force in India.
CSR IMPLEMENTATION:
OARPL’s CSR Programmes shall be implemented:
- By the Company itself; or
- 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, established by the company, either singly or along with any other company, or
- 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
- any entity established under an Act of Parliament or a State legislature; or
- 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 activities.
The Company may engage International Organisations for designing, monitoring, and evaluation of CSR Projects as well as capacity building of its own personnel for CSR.
The Company may also collaborate with other companies to undertake CSR projects, provided the CSR Committees of the respective companies are able to report separately on such projects.
In case CSR Programmes are implemented through external agencies, the Programmes to be undertake by such agencies will be specified and it will be ensured that such programmes are covered in the Objects laid down in the charter documents of such agencies. Further, the external entities shall be registered with the Central Government as required under the Act.
GOVERNANCE:
- The CSR Committee shall be responsible for formulating and recommending to the Board of Directors of the Company (the Board) the CSR Policy and a CSR Annual Action Plan.
- The CSR Annual Action Plan (CSR Plan) shall be placed before the Board for its approval and shall include the following:
- the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
- the manner of execution of such projects or programmes;
- the modalities of utilisation of funds and implementation schedules for the projects or programmes;
- monitoring and reporting mechanism for the projects or programmes; and
- details of need and impact assessment, if any, for the projects undertaken by the Company.
- The CSR Committee shall assign the task of implementation of the CSR Plan within specified budgets and time frames to such persons or bodies as it may deem fit and ensure implementation thereof.
- The CSR Committee shall keep the Board apprised on the status of implementation of the CSR Programme. The report back shall include:
- - summary of impact assessment report(s), if applicable, for the CSR Programmes
- - in case of ongoing CSR Programmes (having time schedule of 3 years or more), progress of their implementation with reference to approved timelines and year-wise allocation
- The Chief Financial Officer shall confirm to the Board that the funds disbursed for CSR Programmes are being utilised for the purposes and in the manner as approved by it and certify the same.
- At the end of every financial year the CSR Committee will consider an Annual Report on the CSR Activities and recommend the same for the approval of the Board. The said Report will be disclosed as part of the Board’s Report.
- The CSR Committee shall monitor the CSR Policy of the Company from time to time.
The Board shall consider and approve the CSR Plan with such modification that maybe deemed necessary. The CSR Plan may also be modified by the Board during the financial year, on the recommendation of the CSR Committee, based on reasonable justification to that effect.
CSR EXPENDITURE:
- The Company shall endeavour to spend, in every
financial year at least 2% of the average net
profits of the Company made during the 3 immediately
preceding financial years on CSR Programmes in
pursuance of this Policy.
For this purpose, "average net profit" shall be calculated in accordance with provisions of Section 198 of the Companies Act, 2013, after deducting therefrom the dividends that may be received from companies in India which are covered under and complying with the provisions of Section 135 of the Companies Act 2013. - The Company shall give preference to the local area(s) in and around the offices in India.
- The Company may spend up to 5% of its total CSR expenditure in one financial year towards administrative Overhead expenses relating to the general management and administration of CSR functions in the Company.
- Any surplus generated from CSR activites shall not
form part of the business profits of the Company and
shall be treated as follows:
- Ploughed back into the same project; or
- Transferred to an Unspent CSR Account and spent in pursuance of CSR policy and
Annual Action Plan of the Company; or
- Transferred to a Fund specified in Schedule VII of the Act, within a period of six months of the expiry of the financial year. - In case of an ongoing project, if any, the Board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall make necessary modifications, if any, for smooth implementation of the project within the overall permissible time period. Any amount remaining unspent pursuant to any ongoing project, shall be dealt with in the manner provided in the Act and CSR Rules.
- All reasonable efforts shall be made to ensure that the CSR amount so disbursed is fully utilised in the respective year in the manner as approved by the Board. However, if the Company fails to spend such amount, the Board shall, in its report specify the reasons for not spending the amount and such unspent amount shall be dealt with in accordance with the provisions of the Act and CSR Rules.
- In case the Company spends an amount in excess of the requirements of its CSR obligations in a financial year, such excess amount may be set-off against the CSR Expenditure for the next 3 financial years as per provisions of the CSR Rules.
- The Company may spend its CSR amount for creation or acquisition of the capital asset as per provisions of the CSR Rules.
CSR REPORTING AND DISCLOSURE:
The composition of the CSR Committee, the CSR policy and Projects approved by the Board shall be displayed on the website of the Company.
AMENDMENTS TO THE POLICY:
The Board of Directors, either on its own or as per the recommendations of CSR Committee, can amend this Policy, as and when required. The decision of the Board of Directors on all matters, relating to this Policy, shall be final and binding upon all concerned. This Policy is subject to continuous review and updates as required from time to time.
In the event of any inconsistency between this Policy and the applicable laws, the applicable law will prevail.
- CSR Projects
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The CSR Projects approved by the Board of Directors for the financial year 2022-23 are:
- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care, medical expenses and sanitation and making available safe drinking water.
- Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.
- Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
- 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.
- Fair Practice Code
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Introduction
Omkara Assets Reconstruction Private Limited (hereinafter referred to as OARPL or the Company), registered as an Asset Reconstruction Company with the Reserve Bank of India (RBI) under Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act), is predominantly engaged in the business of securitisation and reconstruction of financial assets acquired from Banks and Financial Institutions, as defined under Section 2(ba) of the SARFAESI Act. The stressed financial assets are acquired either in its own books or in Trusts floated by OARPL who also acts as an Investment Manager / Trustee for the trusts and subsequently resolve the said assets. In terms of the provisions of Section 7 of the SARFAESI Act, the Company can raise funds from Qualified Buyers (QB) for acquisition of financial assets by formulating schemes in the nature of Trusts and by offering Security Receipts (SRs) issued by the said Trust. QBs investing in the Trusts are issued Security Receipts (SRs) against their subscription to the schemes and such SRs represent the undivided right, title or interest of the SR holders in the financial assets acquired by the said Trust and OARPL holds the financial assets so acquired in trust for the benefit of the SR holders.
In its ordinary course of business, OARPL deals with multiple banks, financial institutions, investors, borrowers, guarantors, service providers etc. In order to maintain transparency and fairness in all its arrangements, OARPL has decided to frame and adopt a Code in accordance with the RBI guidelines. This Code may be called “The Fair Practice Code” and shall come into force and become applicable from the date of approval by Board of Directors of the Company.
Objective and Scope
The objective of the Policy is to implement the Direction issued by the Reserve Bank of India (RBI) on Fair Practices Code for Asset Reconstruction Companies vide Notification No. DOR.NBFC(ARC) CC. No. 9/26.03.001/2020-21 dated 16th July, 2020. This Code intends to provide a framework to ensure that the Company is rational and meets the regulatory specification while performing its obligations.
Acquisition of Financial Assets
Acquisition of financial assets made by OARPL shall be in compliance with all applicable laws, rules, regulations and other functions prescribed under the SARFAESI Act, as well as other applicable laws, guidelines and directions issued by the RBI from time to time. OARPL also adheres to its Board approved Policy on Acquisition of Assets framed in accordance with the SARFAESI Act and RBI Directions and Guidelines in the acquisition process.
The Company commits to follow a transparent and non-discriminatory practice in the acquisition of financial assets. Further, the financial assets shall be acquired from selling banks or financial institutions on arms’ length basis where acquisition price is determined by the market factors.
Resolution of Financial Assets
OARPL has in place a Board approved ‘Resolution Policy of Financial Assets’ and the stressed assets acquired by OARPL are resolved in accordance with the same. Attempts are first made to resolve the account in the hands of original /existing promoters. For resolution, OARPL shall follow all the recourse available under its legal framework and formulate a suitable strategy to resolve the financial assets acquired by it.
For recovery / resolution of stressed assets, the Company shall not resort to harassment of the debtor. Further, it shall ensure that the staff are adequately trained to deal with the customers in an appropriate manner. For the cases which are outsourced to Recovery Agents, the Company has an outsourcing policy specifying the code of conduct for recovery agents duly approved by the and ensure that the Code is strictly adhered to by the Recovery Agents.
Sale of Secured Assets
OARPL in order to ensure transparency and fairness in sale of secured assets shall abide by the following:
- Invitation for participation in auction of secured assets wherever necessary shall be publicly solicited so as to enable participation of as many prospective buyers as possible.
- Terms and conditions of such sale wherever required, may be decided in wider consultation with holders of Security Receipts issued under the respective Trust as per applicable terms.
- Spirit of Section 29A of Insolvency and Bankruptcy Code, 2016 may be followed while dealing with prospective buyers of the secured assets, provided that the rights and obligations bestowed by the provisions of the SARFAESI Act as well as other applicable Acts are also adhered to.
Release of Securities & Guarantees
OARPL will release all securities including guarantees only on receipt and realisation of entire outstanding dues or settlement amount of loan subject to any legitimate right or lien for any other claim that the Company or other creditors, may have against the borrower / guarantor.
OARPL shall ensure that a notice to the borrower / guarantor with full particulars about the remaining claims and the conditions under which OARPL is entitled to retain the securities / guarantees till the relevant claim is settled /paid will be given if such right of set off is to be exercised.
Management fees, incentives and expenses
OARPL shall charge/claim Management Fees, Incentives and Expenses from the respective Trust formed under Section 7 of the SARFAESI Act, in accordance with the terms of assignment of the financial assets as agreed by the seller bank/financial institution and prospective holders of SRs.
OARPL shall ensure that the aforesaid management fees / incentives / expenses / yields on SRs and upside income shall be calculated and recognised as per the income recognisation norms stipulated by RBI from time to time. OARPL shall ensure that the management fees / incentives claimed from the trusts under its management are reasonable and proportionate to the size and tenure of the transaction as duly negotiated and approved by the stakeholders.
Outsourcing of Activity
OARPL has in place a comprehensive ‘Outsourcing Policy’ approved by the Board which lays down the criteria for selection of such activities to be outsourced as well as service providers, delegation of authority depending on risks and materiality and systems to monitor and review the operations of these activities/ service providers. The Policy ensures that the outsourcing arrangements neither diminish the ability of OARPL to fulfil its obligations to the clients and the RBI nor impede effective supervision by RBI.
Any outsourced agency, if owned/controlled by a director of OARPL, shall be disclosed as per RBI Guidelines. The activities outsourced by the Company will continue to be governed by the provisions of the existing Policy
Grievance Redressal Mechanism:
OARPL has in place a Board approved ‘Grievance Redressal Policy’ and the time frame to resolve the complaints lodged by the clients have been decided by the Board of Directors in the said policy and the Grievance Redressal Officer has been designated who shall ensure that the grievances are resolved in the given time frame.
Confidentiality
- OARPL shall maintain complete confidentiality of all the information acquired by it during the course of its business functions.
- Information shall be disclosed by OARPL only if (i) statutory and regulatory requirement, (ii) required by judicial or quasi-judicial authorities; (ii) there is duty towards public/stakeholders to reveal information; or (iii) there is borrower’s permission.
Review of the Code
- The Fair Practice Code will be displayed on the website of the Company for information of all stakeholders.
- The Fair Practice Code shall be reviewed and updated as and when there is any change in any legal and/or regulatory framework. The Code after such review shall be placed before the Board of Directors of OARPL for necessary directions and approval.
- List of Wilful Defaulter
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Sr. No. Name of Account Outstanding Amount 1 C. Mahendra Exports Limited Rs. 3,884.34 lakhs as on 24th September, 2018 2 Guna Cabinets Rs. 1,713.30 lakhs as on 23rd March, 2017 3 Hydroair Tectonics (PCD) Limited Rs. 1,430.58 lakhs as on 30th September, 2018 4 MEP Cotton Private Limited Rs. 1558.36 lakhs as on 29th May, 2018 5 Pacific Hospitals Private Limited Rs. 2,428.80 lakhs as on 18th February, 2019 6 S. V. Anitha Rs. 153.00 lakhs as on 23rd March, 2017 7 Sai Ansh Gold House Private Limited Rs. 4,903.00 lakhs as on 1st December, 2017 8 Shaifali Rolls Limited Rs. 505.40 lakhs as on 28th February, 2018 9 Shekhawati Poly Yarn Limited Rs. 338.46 lakhs as on 28th November, 2018 10 Shubhankar Mercantile Private Limited Rs. 2,777.00 lakhs as on 1st December, 2017 11 Sumeet Appliances Private Limited Rs. 174.00 lakhs as on 1st December, 2017 12 Vishal Exports Overseas Limited Rs. 4977.70 lakhs as on 28th February, 2018 13 Viswa Cottons Rs. 436.12 lakhs as on 17th June, 2017 14 Viswaa Processing Mill Rs. 437.28 lakhs as on 17th June, 2017
- Annual Return
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Sr. No. Name File 1 Annual Return MGT-7
- Customer Service
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- PAY ONLINE
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- OMBUDSMAN SCHEME
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PRINCIPAL NODAL OFFICER
NAME – Mr. Ajeet N. Taparia
TELEPHONE NO. – (022) 6923 1111
E-MAIL ID – grievances@omkaraarc.com