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              Charter of Committees
              Charter of Committees
              Asset Liability Management/Risk Management Committee
              Members
              Mr. S. Balachandran Chairman(Non-Executive Independent Director)
              Mr. P.H. Ravikumar Member(Non-Executive Independent Director)
              Mr. M. R. Rao Member(Managing Director, CEO)
              Invitee: Mr. Paresh Patel Member (Non-Executive Director)
              Purpose

              The Asset Liability Management Committee has been constituted on May 16, 2007 pursuant to relevant RBI regulations to monitor the asset liability gap and to strategize action to mitigate risks associated with the Company.

              Functions

              The scope of the Committee pertains to the review or operational risk (including sub risk for operational risk), information technology risk, integrity risk

              The role and function of the Committee shall include:

              • Addressing concerns regarding asset liability mismatches and interest rate risk exposure;
              • Taking strategic actions to mitigate the risk associated with the nature of the business;
              • Achieving optimal return on capital employed, whilst maintaining acceptable levels of risk including and relating to liquidity, market, & operational aspects) and adhering to the policies and regulations;
              • Reporting statement of short term dynamic liquidity, structural liquidity and interest rate sensitivity to the RBI; and
              • Apprising the Board of Directors at regular intervals regarding the process made in putting in place a progressive risk management system and risk management policy and strategy.
              Audit Committee
              Members
              Mr. P.H. Ravikumar Chairman (Non-Executive Chairman)
              Mr. S. Balachandran Member(Non-Executive Independent Director)
              Mr. K. G. Alai Member(Nominee Director - SIDBI)
              Invitee: Mr. Paresh Patel Member(Non-Executive Director)
              Purpose

              The purpose of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting with a view to ensure accurate, timely and proper discloser by maintaining transparency and, integrity and quality of financial reporting. The powers of the Audit Committee include the following:

              • - to investigate any activity within its terms of reference;
              • - to seek information from any employee;
              • - to obtain outside legal or other professional advise; and
              • - to secure attendance of outsiders with relevant expertise, if it considers necessary.
              Functions
              • Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
              • ?
              • Recommending to the Board, the appointment, reappointment and if required the replacement or removal of the statutory auditor and the fixation of audit fees;
              • ?
              • Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
              • ?
              • Reviewing with the management the annual financial statements before submission to the Board for approval, with particular reference to:
                • - Matters required to be included in the Directors Responsibility Statement to be included in the Board report in terms of clause (2AA) of Section 217 of the Companies Act,;
                • - Changes, if any, in accounting policies and practices and reasons for the same;
                • - Major accounting entries involving estimates based on the exercise of judgement by management;
                • - Significant adjustments made in the financial statements arising out of audit findings;
                • - Compliance with listing and other legal requirements relating to financial statements;
                • - Disclosure of any related party transactions; and
                • - Qualifications in the draft audit report.
              • Reviewing with the management, the quarterly financial statements before submission to the Board for approval;
              • ?
              • Reviewing with the management the statement of use / application of funds raised through an issue( public issue, rights issue, preferential issue etc.) the report submitted by the monitoring agency and making appropriate recommendations to the Board to take up steps in this matter;
              • ?
              • Reviewing with the management, performance of the statutory and internal auditors and adequacy of the internal control systems;
              • ?
              • Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
              • Discussion with internal auditors, any significant findings and follow up there-on;
              • ?
              • Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularly or a failure of internal control systems of a material nature and reporting the matter to the Board;
              • ?
              • Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
              • ?
              • To look into reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors; and
              • ?
              • To review the functioning of the Whistle Blower mechanism.
              Related Party Transaction Policy
              Corporate Social Responsibility Committee
              Members
              Mr. Geoffrey Tanner Woolley Chairman (Non-Executive Independent Director
              Dr. Punita Kumar-Sinha Member (Non-Executive Independent Director)
              Mr. M. R. Rao Member (Managing Director, CEO)
              Dr. Tarun Khanna Member (Non-Executive Independent Director)
              Purpose

              Functions

              CSR Policy of SKS
              Nomination and Remuneration Committee
              Members
              Mr. S. Balachandran Chairman (Non-Executive independent Director)
              Mr. Sumir Chadha Member (Non-Executive Director)
              Mr. Paresh Patel Member (Non-Executive Director)
              Mr. Geoffrey Woolley Member (Non-Executive Independent Director)
              Dr. Tarun Khanna Member (Non-Executive Independent Director)
              Dr. Punita Kumar-Sinha Member (Non-Executive Independent Director)
              Purpose

              The Nomination Committee has been constituted to ensure that the general character of the management or the proposed management of the non-banking financial company shall not be prejudicial to the interest of its present and future stakeholders and to ensure ‘fit and proper’ credentials/status of proposed/existing Directors of the company.

              Functions

              The role and function of the Nomination Committee is as follows:

              • To ensure fit and proper credentials of proposed/existing Directors;
              • Appointment and reappointment of Directors on the Board;
              • Filling of a vacancy on the Board; and
              • Appointment of members to the Executive Committee of the Board.
              Risk Management Committee
              Members
              Mr. P. H. Ravikumar Chairman (Non-Executive Chairman)
              Mr. S. Balachandran Member (Non-Executive Independent Director)
              Mr. M. R. Rao (Managing Director, CEO)
              Purpose
              • Reviewing operational risk (including sub risk for operational risk), information technology risk and integrity risk
              • Taking strategic actions to mitigate the risk associated with the nature of the business
              • Appraising the Board of Directors at regular intervals regarding the process of putting in place a progressive risk management system, risk management policy and strategy
              Functions
              • Reviewing operational risk (including sub risk for operational risk), information technology risk and integrity risk
              • Taking strategic actions to mitigate the risk associated with the nature of the business
              • Appraising the Board of Directors at regular intervals regarding the process of putting in place a progressive risk management system, risk management policy and strategy
              Stakeholders Relationship Committee
              Members
              Mr. P.H. Ravikumar Chairman (Non-Executive Chairman)
              Mr. S. Balachandran Member (Non-Executive Independent Director)
              Mr. Geoffrey Woolley Member (Non-Executive Independent Director)
              Functions

              The Committee performs amongst others the role / functions as are set out in Clause 49 of the Listing Agreement with Stock Exchanges and includes:

              • Review and redress the Shareholders /Investor’s Grievance Committee like transfer of shares, debentures, non receipt of balance sheet, declaration of dividends;
              • Deal with all aspects relating to issue and allotment of shares and debentures and /or other securities of the Company;
              • To consider and approve subdivision, consolidation, transfer and issue of duplicate shares and debenture certificate;
              • function in close association with the compensation committee for the allotment of Equity Shares under the Stock Option or Stock Purchase Plans and to accept and implement the recommendation of the compensation committee;
              • to delegate any of the powers mentioned above to the company executives; and
              • authority to do any other matter in relation to the above functions and powers.
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