Corporate Governance

COMPANY`S PHILOSOPHY:

Manappuram Finance Limited is committed to practice good Corporate Governance standards contained in the RBI instructions on Corporate Governance and SEBI (LODR) Regulations, 2015 . The prime objective is optimization of shareholder value by ensuring effective and cordial relationship with stakeholders and protecting their interests. The Company believes that its business plans and strategy should be consistent with the above objective and thereby leading to sustained corporate growth and long-term benefit to all. The principles of Corporate Governance Standards of the company places strong emphasis on transparency, accountability and integrity. The company follows these principles in all its business decisions and dealings.

BOARD OF DIRECTORS:

The Board of Manappuram comprises 9 directors drawn from various fields having considerable expertise in their respective areas. The board fulfills the requirements laid down in regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with respect to its composition and functioning. There are 7 non-executive directors, out of which 5 are independent directors. A list of directors indicating their status is given in the table below:

Sl No Name of Director Position
1 Mr. Jagdish Capoor Non-Executive Chairman
2 Mr. V.P. Nandakumar MD & CEO
3 Mr. B.N. Raveendrababu Executive Director
4 Mr. P. Manomohanan Independent and Non-Executive Director
5 Mr. Adv. V.R. Ramachandran Independent and Non-Executive Director
6 Mr. Shailesh J. Mehta Independent and Non-Executive Director
7 Mr.Rajiven.V.R Independent and Non-Executive Director
8 Mr. E A Kshirsagar Nominee Director
9 Dr. Amla Samanta Independent and Non-Executive Director

COMMITTEES OF THE BOARD:

  • Audit Committee: The Company has constituted a qualified and independent audit committee as required under Section 177(1) of the Companies Act, 2013 as also in fulfillment of the requirements of in regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and RBI instructions. Audit committee functions under the Chairmanship of Shri.P.Manomohanan, Director. There are two other independent directors and one nominee director in the audit committee who possess sound knowledge of accounts, finance, audit and legal matters. The company secretary acts as the Secretary of the Audit Committee.

The constitution of the audit committee of the company is as under:

Sl No Name Position Status
1 P. Manomohanan Chariman Independent and Non-Executive
2 Shailesh J. Mehta Member Independent and Non-Executive
3 E.A. Kshirsagar Member Nominee (Non-Executive)
4 Rajiven.V.R Member Independent and Non-Executive
5 Dr.Amala Samanta Member Independent and Non-Executive
  • Nomination, Compensation and Corporate Governance Committee: The Company has constituted a Nomination committee meeting the requirement of section 178(1) of the Companies Act,2013 and in regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 namely, Nomination, Compensation and Corporate Governance Committee.

Composition of Committee:

Name of the Member Position Category of Directors
Mr. Shailesh Mehta Chairman Independent Director
Mr. Jagdish Capoor Member Independent Director
Mr. Rajiven.V.R Member Independent Director
Mr.E.A. Kshirsagar Member Nominee Director
  • Risk Management Committee An independent Risk Management Committee consisting mainly non-executive Directors has been constituted for the Company. The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company. The Committee meets periodically and reports to the top Management and Board.

Composition of Committee:

Name of the Member Position Category of Members
Mr. Manomohanan Chairman Independent Director
Mr.E.A. Kshirsagar Member Nominee Director
Mr. Rajiven.V.R Member Independent Director
Mr.V.P.Nandakumar Member MD & CEO
Dr.Amla Samanta Member Independent Director
Mr.B.N.Raveendra Babu Member Executive Director
Mr.Shailesh J Mehta Member Independent Director
Head – Risk Management Department Invitee Permanent Invitee
  • Share Holders Grievance Committee The company has constituted a Shareholders Grievance committee under the chairmanship of Adv. V R Ramachandran, an independent director to monitor the investor complaints/grievances and also to ensure quick redressal of investor complaints associated with transfer/ ransmission / dematerialisation of shares, non receipt of Balance Sheet, Dividend warrants etc

Composition of Committee:

Name of the Member Position Category of Directors
Adv.V.R.Ramachandran Chairman Independent Director
Mr.V.R.Rajiven Member Independent Director
Mr.P. Manomohanan Member Independent Director
  • Asset- Liability Management Committee (ALCO): Asset- Liability Management will be overseen by ALCO. Reserve Bank of India has stipulated templates for reporting Structural liquidity (ALM-1). Dynamic Liquidity (ALM-2) and Interest Rate Sensitivity (ALM-3). They have also provided indicative formats for compiling the figures. ALCO will use the indicative formats for compiling the figures and the Reports on ALM 1, ALM 2 and ALM3 for reviewing the liquidity and interest rate risk. The Member-Secretary will arrange for convening the meetings of ALCO once a month or as and when needed depending upon the necessity.

Composition of Committee:

Name of the Member Position Category of Members
Mr.V P.Nandakumar Chairman MD & CEO
Mr.B.N.Raveendra Babu Member Executive Director
Mr.Kapil Krishan Member Chief Financial Officer
Mr.Ramesh Rangorth Member Head of Risk & Internal Audit
Mrs.Bindu A.L Invitee CGM-Finance & Accounts
Mr.Mohan Vizhakat Invitee Group Chief Technology Officer & EVP
  • Corporate Social Responsibility Committee (CSR Committee) The Company has constituted Corporate Social Responsibility Committee (CSR Committee) which havesubstantial roles and responsibilities in respect of projects to berecommended to the board and also for the monitoring of the CSR projects, reporting. CorporateSocial Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company, which has been approved by the Board.

Composition of Committee:

Name of the Member Position Category of Directors
Mr. Rajiven.V.R Chairman Independent Director
Mr.V P.Nandakumar Chairman MD & CEO
Adv.V.R.Ramachandran Member Independent Director
Dr.Amla Samanta Member Independent Director
  • Debenture Committee The Debenture Committee has been constituted by the Board of Directors for public Issuance of debentures of the company.

Composition of Committee:

Name of the Member Position Category of Members
Mr.V P.Nandakumar Chairman MD & CEO
Mr.B.N.Raveendra Babu Member Executive Director
Mr.Kapil Krishan Member Chief Financial Officer
Ms.Bindu A.L Member CGM-Finance & Accounts
Mr.Ramesh Periasamy Member Company Secretary
  • Securities Transfer Committee The Company has constituted Securities Transfer committee to approve /authenticate security transfer requisitions submitted by the RTA in respect of listed securities and the transfer requisitions submitted to the Company, in respect of unlisted securities.

Composition of Committee:

Name of the Member Position Category of Members
Mr.V P.Nandakumar Chairman MD & CEO
Mr.B.N.Raveendra Babu Member Executive Director
Mr.Ramesh Periasamy Member Company Secretary
  • Financial Resource & Management Committee The Financial Resources and Management Committee hasconstituted by the Board of Directors to facilitate the day to day management of the company.

Composition of Committee:

Name of the Member Position Category of Directors
Mr.V P.Nandakumar Chairman MD & CEO
Mr.B.N.Raveendra Babu Member Executive Director
Mr. Manomohanan Member Independent Director

The committee’s function is to oversee and deal with the following operational matters from time to time

  • Connected Lending: In order to obviate conflict of interest in the lending operations of the Company, there is virtual prohibition of grant of any loan or advance or non fund based facility to any of the Directors, their relatives, the concerns in which they are interest as Directors, partners, managers, employees or guarantors or the entities in which they hold substantial interest. A quarterly statement in this regard is being regularly submitted to RBI in the prescribed format.

Appointment letter of Independent Directors

Sl No Name of Director Appointment Letter
1 Mr. Jagdish Capoor View
2 Mr. P. Manomohanan View
3 Mr. Adv. V.R. Ramachandran View
4 Mr. Shailesh J. Mehta View
5 Mr.Rajiven.V.R View
6 Dr. Amla Samanta View