Last updated on: 27th November 2024

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 as per Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 (“SBR Master Direction”), registered and regulated by the Reserve Bank of India (“RBI”) bearing Registration no. N-13.02129.

   Si Creva is in the business of providing of personal and business loans by using two digital lending applications viz; ‘Kissht’ and ‘PaywithRing’ and OnEMI Technology Solutions Private Limited, a Lending Service Provider (LSP). Besides this, it is also lending through mobile app and web- the platforms of other LSPs as well as a co-lender.

2. 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 or the Managing Director or the Manager;
     • Company Secretary;
     • Whole‐time Director;
     • Chief Financial Officer; and
     • Such other officer, not more than one level below the Directors rank, who is in whole time employment, designated as KMP by the Board; and
     • such other officer as may be prescribed 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.
   • Variable Pay means that portion of the compensation which is variable in nature and linked to performance of the company and/ or the employee.

3. PREAMBLE:

   In terms of Section 178 of the Companies Act, 2013 read with relevant rules made thereunder and Para 94.2 and Para 99 of the SBR Master Directions, Si Creva Capital Services Private Limited (“the Company has formulated the Nomination and Remuneration Policy (“Policy”), for Directors, Key Managerial Personnel (“KMP”), Senior Management and other employees of the Company.

   The primary objectives of this Policy are to establish a framework for:

   • The constitution of a Nomination and Remuneration Committee.
   • Defining principles for fixed/ variable pay structures.
   • Implementing the malus/ clawback provisions

4. OBJECTIVE AND ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE

   The objective of this policy is to lay down a framework including compensation policy in relation to the Directors, KMP and Senior Management Personnel. The key objectives of the Committee would be:

   • Ensure that the general character of management is not prejudicial to the interests of current and future stakeholders, while also verifying the “fit and proper” status of proposed or existing directors.
   • Nominate candidates for the appointment of directors who possess “fit and proper” credentials and review their declarations.
   • Responsible for the administration and oversight of the Employee Stock Option Scheme. Its scope extends beyond any specific Stock Option scheme, encompassing the implementation and management of all Stock Option schemes.
   • Formulate criteria for determining the qualifications, positive attributes, and independence of directors, and recommend to the Board the remuneration of directors, key managerial personnel, and other employees.
   • Identify individuals qualified for appointment as directors (including independent directors) and for senior management positions, in line with established criteria, and recommend their appointment and removal to the Board.
   • Recommend to the board all remuneration, in whatever form, payable to senior management.
   • Formulation of criteria for evaluation performance of Independent Directors and the Board of Directors.
   • Oversee the development, review, and implementation of the company’s Compensation/ Nomination and Remuneration Policy, ensuring it receives Board approval.
   • Collaborate closely with the Risk and ALM Committee to ensure effective alignment between compensation and risk management.
   • Review and approve the Annual Declarations of Directors and recommend to the Board the development of a policy on Board diversity.
   • Ensure that there is no conflict of interest in appointment of Directors on Board of the Company, KMPs and Senior Management.
   • Formulate plans for succession for the MD/ CEO, the Senior Management Personnels and Leadership Team members of the Company.
   • Ensure that compensation levels are supported by the need to retain earnings of the Company and the need to maintain adequate capital based on Internal Capital Adequacy Assessment Process (ICAAP).
   • Conduct annual reviews or at such periodicity as may be determined by the Nomination and Remuneration Committee (“NRC”), of the policies framed by the NRC.
   • Review deployment of key Human Capital strategies and tools specifically in the area of talent acquisition, employee engagement, employee retention and development and succession planning.
   • Perform such other services as may be assigned by the Board or as may be prescribed under the RBI Master Directions.

5. NOMINATION DUTIES

   The duties of the Nomination and Remuneration Committee (“NRC”) in relation to nomination matters include:

   • Ensure an appropriate induction program for new Directors and senior management and periodically review its effectiveness.
   • Provide formal letters of appointment to Non-Executive Directors in accordance with the Companies Act, 2013.
   • Review and recommend the rotation of Directors who are due for retirement.
   • Recommend necessary changes to the Board composition or structure.
   • Considering any other matters, as may be requested by the Board.

6. REMUNERATION DUTIES

   The duties of the Nomination and Remuneration Committee (“NRC”) in relation to remuneration matters include:

   • Develop and determine the Remuneration Policy for Board members and senior management, ensuring it is reasonable, sufficient, and performance-based.
   • Align remuneration with organizational goals while considering factors like market trends and regulatory requirements.
   • Ensure compliance with RBI Guidelines for Compensation Policy when formulating remuneration structures.
   • Approve remuneration packages for senior management and Key Managerial Personnel, balancing fixed and incentive pay to reflect short- and long-term objectives.
   • Delegate specific powers to members of the NRC, with proper reporting and ratification at subsequent meetings.
   • Consider professional indemnity and liability insurance for Directors and senior management.
   • To consider any other matters as may be requested by the Board.

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

   • Appointment criteria and qualifications

     • The NRC shall 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 recommend to the Board 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.
     • The skills and experience that the appointee brings to the role of Senior Management and how the appointee will enhance the skill sets and experience of the Board as a whole and in totality;
     • The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have over the appointee’s ability to exercise independent judgment;
     • The Committee shall have discretion to consider and and recommend to the Board any other criteria or norms for selection of the most suitable candidate(s).

   • Removal

     Due to reasons for any disqualification mentioned in the Companies Act, 2013 or under any other applicable Act, rules and regulations thereunder including the RBI Regulations, 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 Companies 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, after complying with the requirements of the Companies Act and other applicable regulations.

   • Criteria For Determining Positive Attributes:

     The Committee, at its discretion, shall consider various factors to assess the positive attributes of Directors, KMP and

8. POLICY RELATING TO THE REMUNERATION FOR 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 Regulations.
     • Term / Tenure of the Directors shall be as per the provisions of the Act and other applicable regulations including RBI regulations.
     • 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 Human Resource (“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. In addition, the policy on malus, claw-back or any other provisions in the HR policy would be applicable, mutatis mutandis, to the employees on deputation from the holding company,

   • Remuneration to KMP and Senior Management:

     • Components and risk alignment: The compensation of Key Managerial Personnel (KMPs) and senior management needs to be reasonable, recognising all relevant factors including adherence to statutory requirements and industry practices. The compensation packages shall comprise of fixed and variable pay components aligned effectively with prudent risk taking to ensure that compensation is adjusted for all types of risks, the compensation outcomes are symmetric with risk outcomes, compensation pay-outs are sensitive to the time horizon of the risks, and the mix of cash, equity and other forms of compensation are consistent with risk alignment.

       • Composition of Fixed Pay: All the fixed items of compensation, including the perquisites and contributions towards superannuation/retiral benefits, shall be treated as part of fixed pay. All perquisites that are reimbursable shall also be included in the fixed pay so long as there are monetary ceilings on these reimbursements. Monetary equivalent of benefits of non-monetary nature (such as free furnished house, use of company car, etc.) shall also be a part of fixed pay.
       • Composition of Variable Pay: The variable pay shall be in the form of share-linked instruments, or a mix of cash and share-linked instruments. It shall be ensured that the share-linked instruments are in conformity with relevant statutory provisions.
     • Proportion: The proportion of variable pay in total compensation4 needs to be commensurate with the role and prudent risk taking profile of KMPs/ senior management. At higher levels of responsibility, the proportion of variable pay will be higher. The variable pay is truly and effectively variable and can be reduced to zero based on performance at an individual, business-unit and company-wide level.
     • Deferral of variable pay: Not all the variable pay awarded after performance assessment shall 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 shall be made applicable for both cash and non-cash components of the variable pay. Deferral period for such an arrangement shall be decided by the Board of the Company on the recommendation of the NRC.
     • Guaranteed bonus: Guaranteed bonus shall 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.
     • Control and assurance function personnel: KMPs and senior management engaged in financial control, risk management, compliance and internal audit shall 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.
     • 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.

   • Remuneration to Non-Executive Non-Independent Directors/ Non-Executive Independent Director:

     • Remuneration / Commission: The Non-Executive Independent Directors and Non-Executive Non-Independent Directors be entitled to payment of sitting fees within the prescribed limit under the Companies Act, 2013, for attending meetings of the Board/ Committees of the Board and payment of commission, up to such amounts, as decided by the Board of Directors of the Company, from time to time. As a matter of governance, the Non-Executive Non-Independent Directors shall not be paid any sitting fees or commission by the Company.

       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.
     • All payments relating to sitting fees/ commission, shall be subject to deduction of taxes, cess, surcharge etc., in such manner as prescribed by the Government, from time to time.
     • All payments relating to commission shall be subject to the norms relating to malus/ claw-back, as called out in the Code of Conduct and this Policy.

   • Provisions for malus and clawback:

     Malus: A malus arrangement shall permit the committee to prevent vesting of all or part of the amount of unvested variable pay. Malus arrangement does not reverse vesting after it has already occurred.

     Clawback: A clawback is a contractual agreement between the employee and the company in which the employee agrees to return previously paid or vested remuneration to the NBFC under certain circumstances as stated below:

     • 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, the Committee shall evaluate and decide if malus and/ or clawback needs to be applied on none, part or all of the variable compensation along with the time period. The Committee also reserves the right to include any additional conditions which may trigger Malus/ Clawback provisions over and above those defined herein.
     • Employee Misconduct shall mean any act detrimental to the interest of the organization including and not restricted to violation of company’s Code of Conduct.
     • While setting criteria for the application of malus and clawback, the company may also specify the period during which malus and/or claw back can be applied, covering at least the deferral period.
     • Malus and Clawback shall apply equally to resigning and retiring employees.

9. POLICY REVIEW AND AMENDMENTS

   The Policy shall be amended or modified with approval of the Board on the periodic recommendation of Nomination and Remuneration Committee. The Policy shall be reviewed by the Board on an annual basis on the recommendation of Nomination and Remuneration Committee. Consequently, upon any amendments in RBI Regulations or any other applicable laws or any change in the position of the Company, necessary changes/modifications/amendments in this Policy shall be incorporated and approved by the Board on the recommendation of Nomination and Remuneration Committee.

   The invalidity or unenforceability of any provisions of the Policy shall not affect the validity or enforceability of any other provision. Notwithstanding anything contained in this Policy, in case of any contradiction of the provision of this Policy with any existing RBI Regulations, legislations, rules, laws or modification thereof or enactment of a new applicable law, the provisions under such law, legislation, rules, regulation or enactment shall prevail over this Policy.

For Si Creva Capital Services Private Limited