- Terms and Conditions for appointment of Independent Directors
The following are the terms and conditions of appointment of the Independent Directors of the Company:
- 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.
- 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.
- CSR Policy
CSR in India has traditionally been seen as a philanthropic activity. While the corporate houses have been engaged in doing CSR activities voluntarily, the new CSR provisions put formal and greater responsibility on companies to set out clear framework and process to ensure strict compliance.
The Companies Act, 2013 (hereinafter referred to as ‘the Act’), has introduced the idea of CSR to the forefront and through its “Comply-or-Explain” mandate, it mandates qualifying companies to constitute Corporate Social Responsibility Committee to effectively monitor CSR activities of a Company.
Further the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as “CSR Rules”) lay down the framework and modalities of carrying out CSR activities which are specified in Schedule VII of the Act
Accordingly, our company decided to focus mainly on the following activities to be referred to as CSR activities.
- Promoting education by providing financial assistance to deserving educational institutions, meritorious and needy students, 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;
- 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;
- Promoting preventive and general health care and sanitation;
- 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;
- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
- Contributing to rural development projects; and
- Such other activities and projects covered in Schedule VII to the Companies Act, 2013 amended from time to time.
Modalities and Implementation Schedule for execution of projects or programs for CSR activities:
Omkara Assets Reconstruction Private Limited, the Company, will undertake its CSR activities either directly or through Trust floated by the company functioning in the group or through a Registered Society or established by another company under Section 8 of the Companies Act, 2013 or even to collaborate with other entities. The implementation Schedule for CSR activities will be dependent on the availability of eligible projects.
- The CSR Committee shall identify the CSR programmes and activities to be undertaken by the Company and recommend the same to the Board for its approval, along with the financial outlay.
- The CSR Committee shall review and monitor the progress of implementation of the CSR programmes and activities and shall also update the Board on the status of such implementation.
- The CSR Committee shall monitor the CSR Policy of the Company from time to time
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 for CSR 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 will give preference to the local area(s) in and around our offices in India.
The Company Secretary shall submit a report to the CSR Committee annually about the end-use of contributions made.
- Fair Practice Code
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.
- 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
Sl. 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