Personal details of the director

• Full name & DIN –
• Date of Birth –
• Educational Qualifications –
• Relevant Background and Experience –
• Permanent Address –
• Present Address –
• E-mail Address / Telephone Number –
• Permanent Account Number under the Income Tax – Act, 1961 and name and address of Income Tax Circle
• Relevant knowledge and experience –
• Any other information relevant to the Directorship of the Company –

Relevant Relationships of the director

• List of Relatives if any who are connected with the Company (Refer Section 6 and Schedule 1A of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013) –
• List of entities if any in which he/ she is considered as being interested (Refer Sections 299(3)(a) and 300 of the Companies Act, 1956 and corresponding provisions of New Companies Act, 2013) –
• List of entities in which he/ she is considered as holding substantial interest within the meaning of Master Direction – Non-Banking Financial Company Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 –
• Name of NBFCs in which he/ she is or has been a member of the board (giving details of the period during which such office was held) –
• Cases, if any, where the director or entities listed in II (b) and (c) above are in default or have been in default in the past in respect of credit facilities obtained from any NBFC / bank. –

Records of professional achievements

• Relevant professional achievements –

Proceedings, if any, against the director

• If the director is a member of a professional association/ body, details of disciplinary action, if any, pending or commenced or resulting in conviction in the past against him/her or whether he/she has been banned from entry into any profession/ occupation at any time –
• Details of prosecution, if any, pending or commenced or resulting in conviction in the past against the director and/ or against any of the entities listed in II (b) and (c) above for violation of economic laws and regulations –
• Details of criminal prosecution, if any, pending or commenced or resulting in conviction in the last five years against the director –
• Whether the director attracts any of the disqualifications envisaged under Section 164 of the Companies Act, 2013? –
• Has the director or any of the entities at II (b) and (c) above been subject to any investigation at the instance of Government department or agency? –
• Has the director at any time been found guilty of the violation of rules/ regulations/ legislative requirements by customs/ excise/ income tax/ foreign exchange/ other revenue authorities, if so give particulars –
• Whether number of directorships held by the person exceeds the limits prescribed under Section 165 of the Companies Act, 2013 –
• Name/s of the NBFCs, if any, with which the person is associated as Promoter, Managing Director, Chairman or Director including a Residuary Non-Banking Financial Company, which has been prohibited from accepting deposits/ prosecuted by RBI? –
• Whether the director is associated with any unincorporated body that is accepting deposits –
• Whether the director is associated with any company, the application for Certificate of Registration (CoR) of which has been rejected by the Reserve Bank –
• Whether there is any criminal case, including for offense under section 138 of the Negotiable Instruments Act, against the director –
• Whether the director has at any time come to the adverse notice of a regulator such as SEBI, IRDA, MCA, PFRDA, NHB –

Any other explanation / information in regard to items I to III and other information considered relevant for judging fit and proper –

Undertaking

I confirm that the above information is to the best of my knowledge, information and belief true and complete. I undertake to keep the Company fully informed, as soon as possible, of all events which take place subsequent to my appointment which are relevant to the information provided above.

I also undertake to execute the deed of covenant as required.

Remarks of Chairman of the Board of Directors of the Company –

The director covenants with the NBFC that:

• The director shall disclose to the Board the nature of his/her interest, direct or indirect, if he/she has any interest in or is concerned with a contract or arrangement or any proposed contract or arrangement entered into or to be entered into between the NBFC and any other person, immediately upon becoming aware of the same or at the meeting of the Board at which the question of entering into such contract or arrangement is taken into consideration or if the director was not at the date of that meeting concerned or interested in such proposed contract or arrangement, then at the first meeting of the Board held after he becomes so concerned or interested and in case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board held after the director becomes concerned or interested in the contract or arrangement.
• The director shall disclose by general notice to the Board about his/her other directorships, his/her memberships of bodies corporate, his/her interest in other entities and his/her interest as a partner or proprietor of firms and shall keep the Board apprised of all changes therein.
• The director shall provide to the NBFC a list of his/her relatives as defined in the Companies Act, 1956 or 2013 and to the extent the director is aware of directorships and interests of such relatives in other bodies corporate, firms and other entities.

• The director shall in carrying on his duties as director of the NBFC:

  • use such degree of skill as may be reasonable to expect from a person with his/her knowledge or experience;
  • in the performance of his/her duties take such care as he might be reasonably expected to take on his/her own behalf and exercise any power vested in him/her in good faith and in the interests of the NBFC;
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  • attend meetings of the Board and Committees thereof (collectively for the sake of brevity hereinafter referred to as “Board”) with fair regularity and conscientiously fulfil his/her obligations as director of the NBFC;
  • shall not seek to influence any decision of the Board for any consideration other than in the interests of the NBFC;
  • shall bring independent judgment to bear on all matters affecting the NBFC brought before the Board including but not limited to statutory compliances, performance reviews, compliances with internal control systems and procedures, key executive appointments and standards of conduct;
  • shall in exercise of his/her judgement in matters brought before the Board or entrusted to him/her by the Board be free from any business or other relationship which could materially interfere with the exercise of his/her independent judgement; and
  • shall express his/her views and opinions at Board meetings without any fear or favour and without any influence on exercise of his/her independent judgement;

• The director shall have:

  • fiduciary duty to act in good faith and in the interests of the NBFC and not for any collateral purpose;
  • duty to act only within the powers as laid down by the NBFC’s Memorandum and Articles of Association and by applicable laws and regulations; and
  • duty to acquire proper understanding of the business of the NBFC.

• The director shall:

  • not evade responsibility in regard to matters entrusted to him/her by the Board;
  • not interfere in the performance of their duties by the whole-time directors and other officers of the NBFC and wherever the director has reasons to believe otherwise, he/she shall forthwith disclose his concerns to the Board; and
  • not make improper use of information disclosed to him/her as a member of the Board for his/her or someone else’s advantage or benefit and shall use the information disclosed to him/her by the NBFC in his/her capacity as director of the NBFC only for the purposes of performance of his/her duties as a director and not for any other purpose.

The NBFC covenants with the director that:

• the NBFC shall apprise the director about:

  • Board procedures including identification of legal and other duties of Director and required compliances with statutory obligations;
  • control systems and procedures;
  • voting rights at Board meetings including matters in which Director should not participate because of his/her interest, direct or indirect therein;
  • qualification requirements and provide copies of Memorandum and Articles of Association;
  • corporate policies and procedures;
  • insider dealing restrictions;
  • constitution of, delegation of authority to and terms of reference of various committees constituted by the Board;
  • appointments of Senior Executives and their authority;
  • remuneration policy,
  • deliberations of committees of the Board, and
  • communicate any changes in policies, procedures, control systems, applicable regulations including Memorandum and Articles of Association of the NBFC, delegation of authority, Senior Executives, etc. and appoint the compliance officer who shall be responsible for all statutory and legal compliance.
• the NBFC shall disclose and provide to the Board including the director all information which is reasonably required for them to carry out their functions and duties as a director of the NBFC and to take informed decisions in respect of matters brought before the Board for its consideration or entrusted to the director by the Board or any committee thereof;

• the disclosures to be made by the NBFC to the directors shall include but not be limited to the following :

  • all relevant information for taking informed decisions in respect of matters brought before the Board;
  • NBFC’s strategic and business plans and forecasts;
  • organisational structure of the NBFC and delegation of authority;
  • corporate and management controls and systems including procedures;
  • economic features and marketing environment;
  • information and updates as appropriate on NBFC’s products;
  • information and updates on major expenditure;
  • periodic reviews of performance of the NBFC; and
  • report periodically about implementation of strategic initiatives and plans;
• the NBFC shall communicate outcome of Board deliberations to directors and concerned personnel and prepare and circulate minutes of the meeting of Board to directors in a timely manner and to the extent possible within two business days of the date of conclusion of the Board meeting; and
• advise the director about the levels of authority delegated in matters placed before the Board.