Last updated on: 28th November 2023

1. BACKGROUND

   Si Creva Capital Services Private Limited, is a private limited company, incorporated under the provisions of the Companies Act, 2013, having Corporate Identification Number (CIN) U65923MH2015PTC266425 (“Si Creva”/“Company”). Si Creva is a Middle Layer Non-Deposit taking Non-Banking Financial Company, bearing Registration no. N-13.02129, registered and regulated by the RBI Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended from time to time and such other rules, regulations, directions, circulars, notifications and orders issued in this regard from time to time (“RBI Directions”).

   Si Creva is in the business of the provision of consumer and personal loans.

2. OBJECTIVE AND ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE

   The Board of Directors of the Company (“Board”) has approved this Policy after the recommendation made by the Nomination and Remuneration Committee of the Board (“NRC”), in terms of the role assigned for the NRC, which is illustratively indicated as under:

   • To assess the individual, for appointment as a director with due regard to the benefits of the diversity of the Board
   • To guide the Board in relation to appointment / re-appointment and removal of Directors (both independent and non-independent), Key Managerial Personnel (KMP), and Senior Management;
   • To evaluate the performance of the members of the Board, in the context of the Company’s performance from a business and compliance perspective, and provide a necessary report to the Board for further evaluation of the Board;
   • To recommend to the Board on Remuneration payable to the Directors, KMP and Senior Management by taking into account the RBI Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs, vide circular DOR.GOV.REC.No.29/18.10.002/2022-23 dated 29 April 2022;
   • To provide to KMP and Senior Management rewards linked directly to their effort, performance, dedication, and achievement relating to the Company’s operations;
   • To retain, motivate and promote talent and to ensure long-term sustainability of talented managerial persons and create competitive advantage;
   • To devise a policy on Board diversity;
   • To develop a succession plan for the Board and to regularly review the plan.

   Key factors aimed at fulfillment of the aforementioned broad objectives and role are enumerated in the ensuing paragraphs.

3. DEFINITIONS

   • Act means the Companies Act, 2013, and Rules framed thereunder, as amended from time to time.

   • Key Managerial Personnel (KMP) shall include:

     • Chief Executive Officer;
     • Other Whole-time director;
     • Chief Financial Officer;
     • Company Secretary; and
     • Such other officer as may be prescribed.
   • RBI Regulations: mean the RBI Master Directions for NBFCs – ND – SI and other guidelines/norms issued by RBI from time to time.
   • Senior Management means personnel of the Company who are members of its core management team excluding the Board of Directors but including KMPs and other Functional Heads.

4. NOMINATION DUTIES

   The duties of the NRC in relation to nomination matters include:

   • Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;
   • Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013;
   • Reviewing and recommending Directors who are to retire by rotation;
   • Recommend any necessary changes to the Board;
   • Considering any other matters, as may be requested by the Board.

5. REMUNERATION DUTIES

   The duties of the NRC in relation to remuneration matters include:

   • To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the NRC shall deem appropriate for all elements of the remuneration of the members of the Board;
   • To approve the remuneration of the Senior management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company, after taking into account the RBI Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs, vide circular DOR.GOV.REC.No.29/18.10.002/2022-23 dated 29 April 2022;
   • To delegate any of its powers to one or more of its members of the NRC, subject to the requirement of reporting to and ratification by the NRC at its meeting;
   • To consider any other matters as may be requested by the Board;
   • To consider professional indemnity and liability insurance for Directors and senior management.

6. POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP, AND SENIOR MANAGEMENT

   • Appointment criteria and qualifications

     • The NRCshall identify and assess the person for appointment as Director, KMP, or at Senior Management level, against a range of criteria including but not limited to academic qualifications, industry experience, background, integrity, expertise and other qualities required to operate successfully in the position, and recommend to the Board, his / her appointment.
     • The NRC shall have discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.
     • The NRC shall, after reviewing the structure, size, and composition (including the skills, knowledge, and experience) of the Board, recommend changes to the Board from time to time to complement the Company’s corporate strategy and Board diversity and to ensure compliance with the statutory and regulatory provisions.

   • Removal

     Due to reasons for any disqualification mentioned in the Companies Act or under any other applicable Act, rules and regulations thereunder, the NRC may recommend to the Board, removal of a Director, KMP or Senior Management Personnel, subject to the provisions and compliance of the said Act, rules and regulations.

   • Retirement

     The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

7. POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

   • General:

     • The remuneration / compensation / commission, etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
     • The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the provisions of the Act and RBI Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs.
     • Term / Tenure of the Directors shall be as per the provisions of the Act.
     • With the induction of independent director/s, the Board of Si Creva has been broadbased. It is considered appropriate that both the WTDs and other SMPs who are on deputation from On-EMI with the Si Creva should be governed by the HR and compensation policies of Si Creva. Accordingly, the Board of Si Creva would,going forward, recommend any change in the compensation comprising fixed pay, perquisites, performance bonus, guaranteed bonus, other variable pay, deferral of variable, vesting of ESOP, etc. to the On-EMI as adjusted by the prudent risk taking and effective supervisory oversight of individual executive, in respect of those who are on deputation to Si Creva, similar to the compensation for the Si Creva’s own employees.

   • Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

     • Fixed pay: The Whole-time Director/KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board of Si Creva. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/the Person authorized by the Board and approved by the shareholders and Central Government, wherever required.
     • Variable pay: The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for variable pay based on the achievement of the target set for the individual as well as the Company, as may be decided by the board of directors of Si Creva.
     • Guaranteed bonus: Guaranteed bonus may not be paid to KMPs and senior management. However, in the context of new hiring joining/sign-on bonus could be considered. Such bonus will neither be considered part of fixed pay nor of variable pay.
     • Deferral of variable pay: Not all the variable pay awarded after performance assessment may be paid immediately. Certain portion of variable pay, as decided by the Board of the Company, may be deferred to time horizon of the risks. The portion of deferral arrangement may be made applicable for both cash and non-cash components of the variable pay. Deferral period for such an arrangement may be decided by the Board of the Company.
     • Control and assurance function personnel: KMPs and senior management engaged in financial control, risk management, compliance and internal audit may be compensated in a manner that is independent of the business areas they oversee and commensurate with their key role in the Company. Accordingly, such personnel may have higher proportion of fixed compensation. However, a reasonable proportion of compensation may be in the form of variable pay, so that exercising the options of malus and/or clawback, when warranted, is not rendered infructuous.
     • Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director, as may be decided by the Board of Directors in compliance with the statutory provisions, as may be applicable.
     • Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
     • Provisions for malus and clawback: The deferred compensation may be subject to malus/clawback arrangements in the event of subdued or negative financial performance of the Company and/or the relevant line of business or employee misconduct in any year. A representative set of situations may be identified by the Company, which require them to invoke the malus and clawback clauses that may be applicable on entire variable pay. While setting criteria for the application of malus and clawback, Company may also specify a period during which malus and/or clawback can be applied, covering at least the deferral and retention periods.

   • Remuneration to Non- Executive / Independent Director:

     • Remuneration / Commission: The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Act.

       Further, the commission of an Independent Director who helps the Company in improving corporate credibility and governance standards shall also be evaluated/fixed by the Board pursuant to the recommendation of the NRC, based on the experience, time spent and efforts made towards the Company.

     • Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or NRC thereof. Provided that the amount of such fees shall be decided and approved by the Board and subject to the limit as provided in the Act.

8. AMENDMENTS

   This Policy may be amended by the Board at any time and is subject to (i) amendments to the Companies Act, 2013 (the Act 2013) and (ii) further guidelines and enactments by the SEBI, including Listing Agreement.

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