Policy


AUXILO FINSERVE PRIVATE LIMITED (Auxilo/Company) believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

To ensure strict compliance with ethical and legal standards across the company, the Whistle blower Policy has been formulated. The Policy provides a window to raise a concern over an issue which is unethical, actual or suspected fraud or violation of law, thus encouraging all its constituents to timely report any alleged wrong doings, potential illegal activity or suspected impropriety.

  • Scope

    The Policy, therefore, defines the process of raising a complaint, the safeguards for the person raising a complaint, the roles and responsibilities of the stakeholders and sets the timelines for processes to be followed.

    An indicative list of instances that may be reported under this policy has been annexed to this policy as Annexure I.

  • Applicability 

    The Policy covers all directors, employees, third party vendors and consultants operating out of any location of the Company or for the Company.

  • Definitions 

    • “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013.
    • “Disciplinary Action” means any action that can be taken on the completion of or during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
    • “Employee” means every employee of the Company, including contractual employees and the directors in the employment of the Company.
    • “Subject” means a person against or in relation to whom a Complaint is made or an evidence is gathered during the course of an investigation.
    • “Whistle Blower” is a person or entity making a complaint of any actual or suspected unethical and improper practice that he/she may have observed or has knowledge.
    • Complaint: The reporting of any Unethical and Improper Practice under the policy provisions made in good faith by a Whistle Blower.
    • “Ombudsperson” shall be the Head – Human Resources of the Company and shall be authorized to receive the complaints lodged by a Whistle Blower, supervise the investigation and ensure appropriate action. Ombudsperson shall report directly to the Audit committee in relation to any matter under this policy.
  • Raising a complaint

    It is the duty of all the directors, employees, vendors, consultants to notify the company if they observe or learn of any unethical or improper practices. Failure to promptly raise a known or suspected violation shall also be considered as an unethical behaviour. This is an extension of the company’s “Code of Conduct” which provides for the standards of ethical behaviour and personal conduct of the employees.

  • Guiding principles for raising a complaint

    • Reports of allegations of suspected Unethical and Improper Practices are encouraged to be made in writing so as to assure a clear understanding of the issues.
    • The reports should be factual rather than speculative and must contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of preliminary investigative procedures.
    • The Whistle Blower need not prove the concern but must demonstrate sufficient grounds for raising the concern.
    • The Whistle Blower is expected to provide all factual corroborating evidence, as is available / possible, to enable the commencement of an investigation, material which demonstrates sufficient grounds for concern.
    • The disclosure can also be made anonymously, but it will be the decision of the Ombudsperson to further act upon an anonymous Complaint or not, depending upon the disclosure so made.
    • The motivation of the Whistle Blower is irrelevant to the consideration of the validity of the allegation.
    • The Whistle Blowers will not be immune from disciplinary action if the Whistle Blower is found guilty of or is a party to the allegations.
  • Procedure to raise a complaint

    The Complaint against the employees can be made in any of the following methods:

    • Written Complaint: A written Complaint can be sent to the Company’s registered office address captioning it as “Confidential under Whistle Blower Policy” and addressed to the Ombudsperson,
    • Email – A Complaint can be sent via email to the Ombudsperson at whistleblower@auxilo.com

    The complaints so received will be attended to by the Ombudsperson.

    The Complaint against the Directors and the Ombudsperson can be made in any of the following methods:

    • Written Complaint: A written Complaint can be sent to the Company’s registered office address captioning it as “Confidential under Whistle Blower Policy” and addressed to the Audit Committee Chairman
    • Email – A Complaint can be sent via email to the Audit Committee Chairman at whistleblower.acc@auxilo.com
  • Procedure for investigation 

    All Complaints received will be categorized in two broad categories:

    • Complaints against any Director and Ombudsperson
    • Complaints against employees of the Company.

    Complaints against any Director and Ombudsperson

    Complaints against a Director and Ombudsperson shall be written to the Chairman of the Audit Committee.

    The Chairman of the Audit Committee shall decide to deal with such complaint as he may deem fit including appointing any investigation agency to investigate such a Complaint and report to the Audit Committee. Any disciplinary action shall be decided by the Audit Committee.

    Complaints against employees of the Company

    The Ombudsperson will carry out preliminary investigation of a Complaint to decide if a full investigation is required based on facts alleged in the Complaint. If a full investigation is not required, the Ombudsperson shall prepare a report for the Audit Committee.

    If the Ombudsperson decides that a full investigation is required, the Ombudsperson shall supervise the investigation and ensure appropriate action The Ombudsperson shall prepare a complete report compiling the details on the complaint received, investigation carried out and the action taken for the Audit Committee.

    In certain cases, the Ombudsperson may recommend the appointment of an outside firm / investigation agency to the Executive Committee to review and appoint, to act as an “Ombudsperson” to investigate certain complaints received, for reasons like complaint being from branch location other than where the Ombudsperson operates from, case requires a special skill/technicalities to understand that would help an appropriate investigation,

    Complaints against employees of the Company - In appropriate/exceptional cases, direct access to the Chairman of the Audit Committee will be permitted subject to the approval of the Ombudsperson

    A Quarterly update shall be provided by the Ombudsperson to the Audit Committee.

  • Disqualification

    In case the Ombudsperson reaches a conclusion that a Complaint has been made in bad faith and is a false accusation, or is an abuse of process, or the Complaints are repeatedly frivolous, then the Ombudsperson may recommend that appropriate action be taken against the person making the false Complaint(s), including reprimand. Having said that, the Company clearly understands that some Complaints may not result in any investigation or action at a later stage even though they are made in good faith. In such circumstances, no action would be initiated against the Whistleblower. It is also clarified that this process should not be used as a grievance redressal mechanism.

  • Remedies and Discipline

    If it is determined that an Unethical and Improper Practice has occurred, the following actions may be taken, as deemed fit to correct it:

    • Any person found guilty of violation of the Company's Code of Conduct will be subject to disciplinary action up to and including termination of employment or removal from position associated with the Company.
    • Appropriate procedures, policies, and controls will be established in all departments to ensure early detection of similar violations.
    • During the investigation period or at any time thereafter, if any employee is found to be (a) retaliating against the Whistle Blower, (b) coaching witnesses or c) tampering with evidence, then it would lead to severe disciplinary action including termination of employment.
    • For the avoidance of doubt, this Policy does not preclude the remedies/processes available and provided under applicable law(s) for any Unethical and Improper Practice.
  • Whistle Blower Protection 

    No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a complaint under this Policy.

    The Company will keep the Whistle Blower's identity confidential, unless (a) the person agrees to be identified; (b) identification is necessary to allow the Company or law enforcement officials to investigate or respond effectively to the report; (c) identification is required by law; or (d) the person accused of violations of the Unethical or Improper Practice is entitled to the information as a matter of legal right in disciplinary proceedings.

    The Company prohibits retaliation against a Whistle blower with the intent or effect of adversely affecting the terms or conditions of employment (including but not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on salary or wages). Whistle Blowers who believe that they have been retaliated against may file a written Complaint with the Audit Committee. A proven Complaint of retaliation shall result in a proper remedy for the person harmed and severe disciplinary action including termination of employment against the retaliating person. This protection from retaliation is not intended to prohibit managers or supervisors from taking action, including disciplinary action, in the usual scope of their duties and based on valid performance-related factors.

    Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

  • Secrecy/Confidentiality

    The Whistle Blower, the subject, the Ombudsperson and everyone involved in the process shall

    • maintain complete confidentiality/ secrecy of the matter
    • not discuss the matter in any informal/social gatherings/ meetings
    • discuss only to the extent or with the persons required for the purpose of completing the process and investigations
    • not keep the papers unattended anywhere at any time
    • keep the electronic mails/files under password
    • a record of complaints, conclusion, actions etc, if any, shall be maintained by the Company.
    • not to post any of the details of the matter on social media site
    • Any matter, if needs to be notified to the Government/Statutory authorities should be done post consent of the company
    • If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.
  • Functions and role of the Ombudsperson 

    • To receive Complaints and provide acknowledgment to the Whistle Blower within two working days of receiving the Complaint
    • To recommend the appointment of an outside firm / investigation agency to act as an “Ombudsperson” to investigate certain complains received, for reasons like complaint is from branch location other than where the Ombudsperson operates from, case requires a special skill/technicalities to understand that would help an appropriate investigation, to the Executive Committee to review and appoint.
    • To maintain tracker for Complaints raised along with action taken report
    • To carry out an initial investigation based on preliminary evaluation of Complaint and the quality of information / evidences provided for Complaints, within 1 week of receiving the Complaint and supervise to obtain the investigation report wherever necessary;
    • The Ombudsperson shall then be responsible to take charge immediately of the Investigations report.

    To review the final report and upon providing necessary opportunity to hear for both the Whistle Blower as well as the person against whom the complaint is received, the Ombudsperson shall decide on the disciplinary action to be taken for each case.

    To review and monitor corrective action initiated to prevent/minimize the recurrence of such events.

    To present an update on cases investigated and action taken report to the Audit Committee

    In case of repeated frivolous complaints, the Ombudsperson may take suitable action against the concerned employee, including reprimand;

    All documentation pertaining to the complaints, including but not restricted to the investigation report corrective action taken, and evidence will be maintained by the Ombudsperson for a period of not less than 3 years from the date of disposal of the Complaint.

  • Functions and role of Audit Committee:

    To review and approve the “Whistle Blower” process / framework;

    To review and monitor cases presented each quarter;

    To review the final report submitted by the Chairman of the Audit Committee post investigation and decide any disciplinary action to be taken in case of Complaints received against the Corporate Officers

    If any of the members of the Audit Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee should deal with the matter on hand. In an event more than one member recuses themselves and there is no requisite quorum, the matter shall be referred to the Board.

    In an event, the Chairman of the Audit Committee is required to recuse himself, the remaining members of the Audit Committee shall elect one amongst themselves to act as the Chairman.

  • Chairman of Audit Committee:

    To deal with Complaints received against the Corporate officers, or against any Director or Chairman of the Company; the Chairman of the Audit Committee shall decide to deal with such Complaint as he may deem fit including appointing any investigation agency to investigate such the Complaint; and
    To submit final report to the Audit Committee.
    The Audit Committee may report the case to the Board, if deemed necessary.

  • Reporting to Audit Committee

    A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee.

    The Audit Committee reserves the right to review, amend or modify this Policy in whole or in part, at any time.

  • Annexure I

    • Unethical business practices like bribery taken / given
    • Non-financial significant favors, gifts beyond the defined guidelines
    • Misuse of company funds, assets, property, facilities etc.
    • Negligence causing substantial risk to public health and safety
    • Manipulation of company data / records
    • Financial irregularities, including fraud, or suspected fraud
    • Abuse of authority
    • Criminal offence
    • Theft of confidential / proprietary / customer information
    • Violation of law / regulation organization wide
    • Embezzlement of company funds/assets
    • Breach of employee Code of Conduct or Rules
    • Any other unethical behaviour

I. INTRODUCTION 

Auxilo Finserve Private Limited (the "Company" or "Auxilo") recognizes that the transactions with the Related Parties may present potential or actual conflict of interest. This policy of Related Party Transactions has been adopted by the Company's Board of Directors in order to set forth the guidelines for identifying, reviewing and to establish the approval mechanism for the Related Party Transactions and to ensure each of such transactions are in the best interest of the Company.

 

II. OBJECTIVE

This Policy aims to ensure compliance with the applicable provisions of the Companies Act, 2013 (“Act”) for carrying out the transactions with Related parties. Related Party Transactions referred to throughout this Policy shall mean contracts / arrangements / transactions with a Related Party (as defined under the Act).

In case of any amendment(s), clarification(s), circular(s), etc., (together referred to as notification) issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then notification shall prevail over the provisions of the policy and the Policy shall stand amended accordingly from the effective date as laid down under such notification.
 
The definition of the capitalized terms used in the policy shall have the meaning ascribed to such term in the Act and the Rules framed thereunder, as amended from time to time.

III. IDENTIFICATION AND MONITORING OF RELATED PARTIES

  • The Company Secretary shall periodically circulate the list of Related Parties, as defined under Companies Act, 2013 and as intimations received from the Directors / Key Managerial Personnel or changes in corporate or investment structure, to all the Head of Departments (HODs) in order to ensure that the same is made known to all the concerned persons. .
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  • All the proposed transactions with the Related Parties shall be brought to the notice of Secretarial Team before entering into.
  • All such Transactions reported to the Secretarial Team shall be placed for approval/noting/ratification, as applicable, before the Audit Committee / Board of Directors.
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  • To review a Related Party Transaction, the Audit Committee / Board shall be provided with all the relevant information pertaining to the Related Party Transaction, including the name of the related party, the nature of the relationship, nature of the transaction, whether the transaction is in the ‘Ordinary Course of Business’, whether the transaction is at ‘Arm’s Length’ and any other matter, as may be required.
  • Upon determination, the Audit Committee will refer the Related Party Transaction requiring approval pursuant to section 188 of the Companies Act, 2013 or any other applicable provisions, to the Board of Directors. Further, in case of transaction, other than transactions referred to in Section 188 of the Companies Act, 2013, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board of Directors of the Company.
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  • All the Related Party Transaction (including the terms of the transaction and the business purpose of the transaction) must be either noted or approved or form part of the omnibus approval by the Audit Committee / Board of Directors as applicable; if not previously reviewed, it must be either ratified or rescinded by the Audit Committee / Board of Directors subsequently.
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  • In assessing a Related Party Transaction, the Audit Committee / Board of Directors shall consider such factors as deemed appropriate,  including  but not limited to the following:
    • the business reasons for Auxilo to enter into concerned transaction with the related party;
    • the commercial reasonableness of the terms of the said transaction
    • whether the terms and conditions of the said Related Party Transactions are fair to the company;
    • the actual or apparent conflict of interest of the Related Party participating in such Related Party Transaction.

     

    IV. MATERIALITY THRESHOLDS

    The Company shall follow materiality thresholds for Related Party Transactions as per the Companies Act, 2013 and the applicable Rules framed thereunder for transactions with Related Parties which are not in the Ordinary Course of Business and / or not at Arm’s Length basis.

    V. OMNIBUS APPROVAL

    The Audit Committee shall specify and approve the criteria for making the omnibus approval on an annual basis which shall include the following, namely:-  

  • maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a year;   
  • the maximum value per transaction which can be allowed;   
  • extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;   
  • review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of the omnibus approval made;  
  • transactions which cannot be subject to the omnibus approval by the Audit Committee.   
  • The Audit Committee shall also consider the following factors while specifying the criteria for making omnibus approval, namely: -

    (a) repetitiveness of the transactions (in past or in future);

    (b) justification for the need of omnibus approval.

    VI. DISCLOSURE

    All Related Party Transactions shall be disclosed in the financial statements and the Board report, pursuant to the Companies Act, 2013 and other applicable provisions.


    1. THE POLICY

    The Nomination and Remuneration Committee [pursuant to the provisions of the Companies Act, 2013] recommended draft “Remuneration Policy” received the Board approval on 23rd January, 2019.

    It lays down provisions relating to remuneration payable to the Directors, Key Managerial Personnel, Senior Management and all the other employees of the company

    The Policy aims to establish remuneration system to attract, retain, reward and motivate the best talent in the industry it operates.

    The Policy lays down the company’s commitment to

    1. Establish the remuneration system driven by the strategic objectives of the company
    2. Establish remuneration practices strengthened by the principles of meritocracy and fairness.
    3. Ensure the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

    The standards so set shall be the guidelines for the Committee, Company’s management and Human Resources Department to follow in its recruitment process.

    2. SCOPE AND COVERAGE

    The Policy covers the following in the subsequent sections:

    1. Criteria to appoint a person as a director or personnel in the senior management
    2. Criteria for determining qualifications, positive attributes and independence of director
    3. Guiding principles for the Remuneration payable to Directors, Key Managerial Personnel, Senior Management and other employees of the company
    4. Evaluation mechanism of the Board, Committees and directors

    3. DEFINITIONS AND INTERPRETATION

    Unless the context otherwise requires, words and expressions used in the policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning assigned to them therein.

    3.1. Definitions

    3.1.1. “Board” shall mean the Board of Directors of the Company;

    3.1.2. “Committee” shall mean Nomination and Remuneration Committee as constituted and reconstituted by the Board of Directors of the Company in accordance with the company law and applicable provisions.

    3.1.3. “Company” shall mean Auxilo Finserve Private Limited;

    3.1.4. “Company Law” means the Companies Act, 2013 and rules thereunder;

    3.1.5. “Independent Director” shall mean the Director referred to in section 149 of the Companies Act, 2013

    3.1.6. “Senior Management” shall mean Senior Management means Personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

    3.1.7. “Key Managerial Personnel” shall mean the following:

    • the Chief Executive Officer or the Managing Director or the Manager;
    • the Whole-time director;
    • the Chief Financial Officer;
    • the Company secretary;

    4. CRITERIA FOR APPOINTMENT AS A DIRECTOR OR A PERSONNEL IN THE SENIOR MANAGEMENT

    The Committee shall identify persons who are qualified to be appointed as the Directors of the Company or who may be appointed in the Senior Management of the company and recommend to the Board their appointment and removal.

    The Committee shall recommend only upon the ascertainment of the credentials of the person such as the educational qualifications, experience and expertise for the position being considered.

    The Committee shall be guided by the following criteria:

    1. The Person to be appointed as Director, Key Managerial Personnel (in accordance with the provisions of the Company Law) or a personnel at the Senior Management Level should possess the qualifications, expertise and experience requisite to the position he/she is considered for appointment. The committee shall exercise due diligence and be guided by the prudence to decide whether the qualification, expertise and experience possessed by a person is adequate for the concerned position.
    2. The Committee while identifying a person for the position of a Director may be guided by the fact that the company seeks the guidance, insights and directions from the Directors derived from their vast experience while having them on its Board. The Board members’ review, advice and expertize helps the company in sound decision making. Their experience, expertize and foresight stands as a great asset to the company, besides the honour that their association bestows upon the Company.
    3. The Committee shall ascertain the integrity, the qualifications and the experience in the industry for the position of the Executive/Whole-time Directors/Key Management Personnel and Personnel at Senior Management Level. These positions shall be on a full time basis devoting all the professional time of the Personnel to the Company.
    4. The tenure, appointment and the reappointment of all the positions shall be subject to the applicable provisions of the Company Law and to the Board approved Human Resources Policies of the Company.
    5. Retirement/Removal
    6. Due to any reason for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the committee may recommend, to the board with reasons recorded in writing, removal of a Director or Key Managerial Personnel subject to the provision and the compliances of the said Act, rules and regulations.
    7. The Whole-time Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing Human Resource policies of the company. The Board will have the discretion to retain the Whole-time Director, Key Managerial Personnel and Senior Management Personnel in the same Position / Remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.
    8. Remuneration
    9. The Remuneration / Compensation / Commission etc., to the Executive Directors shall be determined by the Committee and recommended to the Board for approval at the time of appointment.

    5. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTOR

    The Committee shall identify persons who are qualified to be appointed as Independent Directors of the Company and recommend to the Board their appointment.

    The Committee shall recommend only upon the ascertainment of the credentials of the person such as the educational qualifications, experience and expertise for the position of an Independent Director of the Company.

    The Committee shall be guided by the following criteria:

    1. The Person to be appointed as an Independent Director should possess the qualifications, expertise and experience requisite to the position.
    2. The Committee while identifying a person for the position of an Independent Director may be guided by the fact that the company seeks the guidance, insights and directions from the Independent Directors derived from their vast experience while having them on its Board. The review of the business by the Independent Directors, their advice and expertize helps the Company in sound decision making.
    3. The integrity, experience, expertize and foresight of the Independent Directors stands as a great asset to the Company, besides the honour their association bestows upon the Company.
    4. To recommend for the position of the Independent director the Committee be guided by the provisions under the Company law to determine the status of independence of the Director.
    5. For determining and recommending the terms of appointment in reference to the tenure, reappointment and others, the Committee shall be guided by the applicable provisions of the Company law.
    6. The appointment and the reappointment of all the independent directors shall be subject to the applicable provisions of the Company Law.
    7. The Remuneration / Compensation / Commission etc., to the Independent Directors shall be determined by the Committee and recommended to the Board for approval at the time of appointment. The sitting fees payable to the Independent Directors shall be as determined by the Board from time to time.

    6. REMUNERATION PAYABLE TO DIRECTORS, KEY MANAGERIAL PEROSONNEL AND OTHER EMPLOYEES

    Principles of remuneration

    1. The remuneration system shall be based on the principles of meritocracy and fairness.
    2. The remuneration payable shall be based on the performance benchmarks of the respective position and industry standards.
    3. The remuneration structure of the Directors, Key Managerial Personnel and Senior Management Personnel should strike a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
    4. The remuneration fixed of all the other employees shall be performance driven and should be as per industry standards and in accordance with the Board approved Human Resource Policies. The remuneration structure may or may not be consisting of fixed and incentive categorization.
    5. Annual Review of the Remuneration
    6. The Committee shall annually review the remuneration payable to the Executive Directors/Whole Time Directors/Managing Director and recommend any revision thereof on the basis of financial conditions of the company and the performance of the respective director.
    7. The annual review of the remuneration payable to all the employees of the company including the Key Managerial Personnel and Personnel at the Senior Management level shall be based on the review of the performance against the benchmarks set for the respective position. The same shall be subject to the Board approved Human Resource Policies of the Company.
    8. Remuneration to the Executive Directors/Whole time Director/Managing Director (Director)
    9. The remuneration and commission to be paid to the Executive Directors/Managing Director/Whole time Director shall be in accordance with the provisions of the Company Law and the rules made thereunder.
    10. The Committee while recommending the remuneration shall ensure that the level and composition of remuneration is reasonable to attract, retain and motivate directors of the quality required to run the company successfully and is thus sufficient to justify the position and responsibility of the Directors.

    7. EVALUATION MECHANISM OF THE BOARD, COMMITTEES AND DIRECTORS

    The Committee shall be empowered to specify the manner for effective evaluation of performance of the Board, its Committees and the individual directors to be carried out. It shall lay down the manner for effective evaluation of performance of Board, its committees and individual directors, review its implementation and compliance.

    8. AMENDMENT TO THE POLICY

    The Policy shall be reviewed annually or earlier if deemed necessary by the Board of Directors of the Company.

    The amendments in the Policy may also be necessitated as and when the applicable provisions of the Company Law based on which the Policy is made, is amended. With effect from the date of amendment in law the amended provisions will prevail over the policy until the suitable amendments are made to the Policy.


    Auxilo FINSERVE PRIVATE LIMITED (Auxilo /Company) being a Non-deposit taking Non-Banking Financial Company (Category II) registered with Reserve Bank of India having customer interface is required to formulate its Board approved Fair Practices Code (FPC/Code).

    Fair Practices code is formulated pursuant to the Reserve Bank Directives - Non-Banking Financial Company – Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016. The Code aims to enhance the scope of the spirit underlying these directions of the Reserve Bank of India.

    1. The Code lays down Auxilo's commitment towards its customers/borrowers (used interchangeably) to deliver the financial services and products in a fair and transparent manner.
    2. The Code aims to lay down the standards of transparency in all its dealings, such that the customers are able to take an informed decision while adopting Auxilo's products and services.
    3. The standards so set shall be the guidelines for its management and employees to follow strictly in all its dealing with the customers.

    Application

    FPC shall apply to all employees of the Company and other persons authorized to represent it in the course of its business with respect to all products and services. It shall apply across all aspects of its operations including marketing, loan origination, processing, servicing and collection activities.

    Broad principles on which the Code is built

    1. Clear and transparent information to be given about the products and services and the same to be in the language understood by the customers.
    2. The terms and conditions of each of the product and services to meet the spirit of the RBI guidelines and applicable laws.
    3. Prompt customer grievance redressal, no discrimination amongst the customers on the basis of age, race, caste, gender, marital status, religion or disability.
    4. Information to the customer – Updated version of the Code shall be displayed on the Company's website and at each branch office in a conspicuous place. A copy of the Code to be provided on request to the customer/prospective customer

    APPLICATION FOR LOANS AND THEIR PROCESSING

    All communication to the borrower shall be in the language understood by the borrower. The essential information which affects the interest of the customers should be communicated to the borrower so as to help them carry out a meaningful comparison before choosing Auxilo's products and services. Hence while sourcing, at the minimum the interest rates, the processing fees and any other charges including prepayment charges and options shall be communicated to the customer.

    Additionally the Loan application form shall also provide the list of document required to be submitted by the customer.

    On receipt of completed application form an appropriate acknowledgement shall be provided indicating the time frame being not less than 15 days, within which the loan application will be disposed.

    LOAN APPRAISAL AND TERMS / CONDITIONS

    It shall be conveyed in writing to the borrowers in the language understood by them by means of a sanction letter about the sanction of the loan. The Sanction letter shall indicate the amount of loan sanctioned along with the terms and conditions including annualized rate of interest and method of application thereof. The borrowers' acceptance of these terms and conditions shall be kept on record.

    The loan agreement shall be signed physically by both the parties that is the company and the borrower and where the agreement is to be signed digitally, the same shall be signed by both the company as well as the borrower electronically pursuant to the provisions of Information Technology Act.

    The loan agreement to be signed with the borrower shall mention the penal interest that would be charged for late repayment in bold. An electronic or physical copy of the executed loan agreement along with its enclosures quoted therein shall be furnished to the Customer upon disbursement of loan.

    DISBURSEMENT OF LOANS INCLUDING CHANGES IN TERMS AND CONDITIONS

    Notice shall be given to the borrowers in an event of any change in the terms and conditions in reference to the disbursement schedule, interest rates, service charges and the prepayment charges, in the language understood by the borrower clearly indicating the changed terms. Notice may be given by sending a Short Messaging Service (SMS), courier, electronic mail, email, registered or certified mail or facsimile where available. With the constant technological developments the means of communication have been enlarging and due to the ease thereof the customers may prefer the use of those means in addition to the above specified options. The company may explore these options and if found feasible can provide the customers the list of options to choose from. If the customer opts to be provided notice by any specific means of communication, the same shall be used to send out any kind of notice.

    Changes in the interest rates and charges shall be effected only prospectively.

    Any decision to recall/accelerate payment or performance shall be in consonance with the loan agreement.

    All securities shall be released on repayment of all dues or on realization of the outstanding amount subject to any of the company's legitimate right or lien for any other claim it may have against the borrower. If such right of set-off is to be exercised, the Company shall give notice to the borrower about the same with full particulars about the remaining claims and the conditions under which it is entitled to retain the securities till the relevant claim is settled / paid.

    GENERAL

    The Company shall refrain from interference in the affairs of the borrower except for the purposes provided in the terms and conditions of the loan agreement (unless new information, not earlier disclosed by the borrower, has come to its notice).

    Transfer of loan request – If the borrower requests for transfer of the loan account, the company shall either accord its consent or intimate its objection, if any to the same, and convey its decision in writing within 21 days from the date of receipt of request. Such transfer shall be as per the contractual terms entered into with the borrower and should be in consonance with law.

    The Company shall not charge any foreclosure or prepayment penalties on the term loans sanctioned to individual borrowers at the floating rate of interest.

    COLLECTION OF DUES

    The customer shall be promptly informed about the repayment process, schedule including the amount, tenure and periodicity of repayment. The customers shall be provided all the information regarding dues and shall endeavour to give sufficient notice for payment of dues. The customer shall be reminded by sending notice or by making personal visits and / or repossession of security if any.

    In the matter of recovery of loans, undue harassment for example persistently bothering the borrowers at odd hours, use of muscle power for recovery of loans, etc., shall be strictly avoided. The recovery methods should be courteous, fair and persuasive. The Company employees and the persons authorized to represent the company shall always deal with the customers in a polite manner. They shall identify themselves and display the authority letter issued by the company.

    Guidelines for the collection of dues:

    • Privacy of the Customer should be respected at all times
    • Contacting the customer
      • Time : The customers should be contacted only between 7.00 am and 7.00 pm
      • Place: The customers should be given an option to choose a place to contact them or if no such place is specified then at their respective residence address and if the same is unavailable only then at the place of business / occupation
    • The company representatives approaching the customer for collection should always maintain decorum, decency and interact with the customer in a civil manner.
    • If the Customer requests not to contact at a certain place/time, such a request should always be honoured. (Unless the customer's request is solely to avoid meeting the company's representatives for collection)
    • Details about the number of times the customer has been contacted by telephone calls and the conversation details in the form of minutes should be maintained
    • The Company's endeavour should be to assist the customer to clear the differences, if any, about the dues and help resolve the disputes, if any, in an amicable manner
    • Any tragic occasions or bereavement in the family of the customer are the instances when the company officials shall strictly avoid paying visit/making calls for collection

    RATE OF INTEREST AND GRADATION OF RISK

    A Board approved procedure shall be laid down for determining the interest rates, processing and other charges.

    The rate of interest applicable to customers would be based on Company's Benchmark Lending Rate which in turn is dependent on factors such as cost of funds, margin, etc., plus a spread which is determined on the risk gradation of each application. The rate of interest would also differ depending on the category of customer.

    Gradation of risk depends on factors such as student's academic background, employability of the selected course from a selected college and country of study, financial strength of the co-borrower, loan repayment capability, credit history, collateral offered or not, serviceability of the loan through Company's branch network, cost/s associated with underwriting and servicing the loan.

    The application form shall include the rate of interest and indicate that the differential rate of interest shall be chargeable pursuant to the guidelines issued by the Reserve Bank of India from time to time. The sanction letter for the information of the customer shall indicate the same.

    PERIODICAL REVIEW

    The Managing Director/Chief Executive Officer of the Company shall submit to the Board on a quarterly basis on the review of the compliances under the code and functioning of the greivances redressal mechanism at various levels of management.

    GUARANTORS

    The Guarantor(s) shall be informed about their liability as Guarantor in terms of amount and the circumstances when the liability would arise. The Guarantors shall also be given an understanding about the recourse available with the company if he/she fails to pay the amount guaranteed for payment.

    The Company shall also inform the guarantor of any material adverse change/s in the financial position of the borrower for whom he / she stands as a Guarantor.

    PRIVACY AND CONFIDENTIALITY

    The Company shall always maintain confidentiality with respect to the personal information of customers. Following would be the exception to this:

    1. With the prior consent of the customer, when such an information is to be given as a reference
    2. On the Customers' request to provide the information
    3. Required to be provided under the provisions of laws/regulations
    4. Being a duty towards the public to reveal the information
    5. In the Company's interests for reasons like to prevent fraud

    The customers shall be informed about their rights under the existing legal framework for accessing the personal records that the company holds about them.

    CREDIT REFERENCE AGENCIES

    The customer shall be informed that the law mandates the company to pass the borrowers account information to credit reference agencies.

    The customer shall be intimated in writing that the company intends to give information about the debts of the customer to the credit reference agencies. The intimation to the customer shall explain the role of credit reference agencies and the effect of the information provided by them will have on their ability to get credit.

    On customer's request, a copy of the information sent to credit reference agencies shall be provided.

    GRIEVANCE REDRESSAL MECHANISM

    The Grievance Redressal Mechanism (GRM) shall provide for resolving any disputes arising out of the decisions of the company's functionaries. All disputes arising out of the Company's functionaries shall be heard and disposed of at least at the next higher level.

    The GRM shall provide for the following:

    1. The system and the procedure for receiving, registering and disposing of complaints and grievances in each of its offices.
    2. The procedure shall define - where and how the complaint/grievance (used interchangeably) is to be filed, turnaround for the reply, appellate mechanism if not satisfied with the initial resolution of complaint.
    3. Acknowledgement shall be provided with the reference number for the complaints received and also state the name of the officer who would deal with the complaint.
    4. The process of informing the customer about the above stated system and procedure for redressing their complaints at a faster pace.
    5. The complaints received shall be resolved in a maximum of 30 days period

    The mechanism so approved by the Board of Directors shall nominate a Company's official as the Grievance Redressal Officer who can be approached by the public for resolution of complaints against the Company.

    For the benefit of the customers at the operational level, the company shall display the name and contact details (Telephone/Mobile no. and Email address) of the Grievance Redressal officer prominently at each of its branches and places where the business is transacted.

    For the information of the Customers, if the customer's complaint / dispute is not redressed by the Grievance Redressal Officer within a period of one month, the customer may appeal to the Officer-in-Charge of the Regional Office of the Department of Non-Banking Supervision (DNBS) of the Reserve Bank of India (RBI), Mumbai under whose jurisdiction the registered office of the Company falls.

    REVIEW OF THE FAIR PRACTICES CODE

    The Code shall be reviewed annually or earlier if deemed necessary by the Board of Directors of the Company.


    GRM herein provides the process of resolving any disputes/complaints arising out of the decisions of the company’s functionaries. The GRM shall be published on the website of the company and shall be prominently displayed at every branch and office where the company’s business is transacted.

    PROCESS TO REGISTER THE COMPLAINT

    LEVEL 1

    The Customer/Borrower having any grievance/complaint can register the complaint giving the details of the complaint and the name of the officer/employee of the company concerned in the following ways, which shall be addressed in a maximum of ten working days:

    • Call the Customer helpdesk no 022 62463333
    • Email at customercare@auxilo.com
    • Can be submitted in writing at the Branch office/place where the business is transacted addressing it to the Branch Manager followed by the location name captioning it as Under GRM"
    • Can be posted to the address Auxilo Finserve Pvt Ltd, LG B-13 &14, Art Guild House, Phoenix Market City, Mumbai - 400070, captioning it as “Under GRM”

    Branch manager herein will also refer to the manager concerned of the non-branch office where the company’s business is transacted. If the complaint is against the Branch Manager, same should be addressed to the Customer Grievance Redressal Officer.

    LEVEL 2: APPELLATE MECHANISM IF NOT SATISFIED WITH THE INITIAL RESOLUTION OF COMPLAINT AT LEVEL 1

    If the Customer is not satisfied with the initial resolution or the complaint is against the Branch Manager, the complainant can send the complaint addressing to the Customer Grievance redressal officer quoting the acknowledgment number of initial complaint. Below mentioned are the details of Customer Grievance redressal officer:

    SR.NO Particulars
    1 Name Deepika Thakur Chauhan
    2 Address
    Auxilo Finserve Private Limited,
    LG B- 13 &14, Art Guild House,
    Phoenix Market City,
    Mumbai - 400070
    3 Email gro@auxilo.com
    4 Telephone 022 6246 3333
    5 FAX 022 6246 3334

    At the Level 2, the company shall ensure that the resolution is provided for each complaint in a maximum of ten working days from the date complaint is lodged/made at the Level 2 that is the complaint filed against the initial resolution.

    Level 3

    If the customer's complaint / dispute is not redressed within a period of one month, the customer may appeal to the Officer-in-Charge of the Regional Office of the Department of Non-Banking Supervision (DNBS) of the Reserve Bank of India, Mumbai under whose jurisdiction the registered office of the Company falls at the below mentioned address:

    Officer-in-Charge
    Reserve Bank of India,
    Department of Non-Banking Supervision,
    RBI Building, Opp. Mumbai Central Railway Station,
    Near Maratha Mandir,
    Byculla, Mumbai – 400 008.

    OMBUDSMAN SCHEME OF THE RESERVE BANK OF INDIA FOR NON BANKING FINANCIAL COMPANY

    Pursuant to the notification of the Reserve Bank of India to provide for a system of Ombudsman for redressal of complaints of the customer, the customers can refer below provisions provided under Ombudsman Scheme for Non-Banking Financial Company.

    In addition to the Customer Grievance Redressal Mechanism provided by the Company, the Customer at Level 3 can file a complaint with NBFC Ombudsman appointed by Reserve Bank of India if the customers’ compliant/dispute is not redressed within a period of one month

    The details of NBFC Ombudsman appointed by Reserve Bank of India are as follows. The same is specific to jurisdiction the registered office or the Branch office of the Company falls:

    SN

    Centre

    Address of the Office of NBFC Ombudsman

    Area of Operation

    1.

    Chennai

    C/o Reserve Bank of India
    Fort Glacis,
    Chennai 600 001

    STD Code: 044
    Telephone No : 25395964
    Fax No : 25395488
    Email : nbfcochennai@rbi.org.in

    Tamil Nadu, Andaman and Nicobar Islands, Karnataka, Andhra Pradesh, Telangana, Kerala, Union Territory of Lakshadweep and Union Territory of Puducherry

    2.

    Mumbai

    C/o Reserve Bank of India
    RBI Byculla Office Building
    Opp. Mumbai Central Railway Station
    Byculla, Mumbai-400 008

    STD Code: 022
    Telephone No : 23028140
    Fax No : 23022024
    Email : nbfcomumbai@rbi.org.in

    Maharashtra, Goa, Gujarat, Madhya Pradesh, Chhattisgarh, Union Territories of Dadra and Nagar Haveli, Daman and
    Diu

    3.

    New Delhi

    C/o Reserve Bank of India Sansad Marg
    New Delhi -110001

    STD Code: 011
    Telephone No: 23724856 Fax No : 2374018-19
    Email : nbfconewdelhi@rbi.org.in

    Delhi, Uttar Pradesh, Uttarakhand, Haryana, Punjab, Union Territory of Chandigarh Himachal Pradesh, andRajasthan and State of Jammu and Kashmir

    4.

    Kolkata

    C/o Reserve Bank of India
    15, Netaji Subhash Road
    Kolkata-700 001

    STD Code: 033
    Telephone No : 22304982
    Fax No : 22305899
    Email : nbfcokolkata@rbi.org.in

    West Bengal, Sikkim, Odisha, Assam, Arunachal Pradesh, Manipur,
    Meghalaya, Mizoram, Nagaland, Tripura,
    Bihar and Jharkhand


    Pursuant to above, the Level 3 of Customer Grievance redressal mechanism may be referred to as Level 4. For the purpose of convenience, the same has been reproduced below.

    LEVEL 4:

    If the person is aggrieved by an award of Ombudsman or the complaint is rejected, the customer may make an appeal within 30 days of the date of receipt of communication of Award or rejection of complaint before the Appellate Authority i.e the Officer-in-Charge of the Regional Office of the Department of Non-Banking Supervision (DNBS) of the Reserve Bank of India, Mumbai under whose jurisdiction the registered office of the Company falls at the below mentioned address:

    Officer-in-Charge
    Reserve Bank of India,
    Department of Non-Banking Supervision,
    RBI Building, Opp. Mumbai Central Railway Station,
    Near Maratha Mandir,
    Byculla, Mumbai – 400 008.


    Ombudsman Scheme for Non-Banking Financial Companies 2018:
    Salient Features

    Scheme covers customers of
    • All NBFCs
    • NBFCs with assets size >= Rs. 100 crore + customer interface
      (Excluding: Infrastructure Finance Companies, Core Investment Companies, Infrastructure Debt Fund and NBFCs under liquidation)
    Grounds for filing a complaint by a customer
    • Interest/Deposit not paid OR paid with delay
    • Cheque not presented OR done with delay
    • Not conveyed the amount of loan sanctioned, terms & conditions, annualised rate of interest, etc.
    • Notice not provided for changes in agreement, levy of charges
    • Failure to ensure transparency in contract/loan agreement
    • Failure/ Delay in releasing securities/ documents
    • Failure to provide legally enforceable built-in repossession in contract/ loan agreement
    • RBI directives not followed by NBFC
    • Guidelines on Fair Practices Code not followed
    How can a customer file complaint?
    • Written representation to NBFC concerned

    • At the end of one month

    • If reply is not received from NBFC or customer remain dissatisfied with the reply of NBFC

    • If customer has not approached any forum

    • File a complaint with NBFC Ombudsman (not later than one year after the reply from NBFC)

    How does Ombudsman take decision?
    • Proceedings before Ombudsman are summary in nature
    • Promotes settlement through conciliation    If not reached, can issue Award/Order
    Can a customer appeal, if not satisfied with decision of Ombudsman?
    • Yes, If Ombudsman’s decision is appealable     Appellate Authority: Deputy Governor, RBI
    Note:
    • This is an Alternate Dispute Resolution mechanism
    • Customer is at liberty to approach any other court/forum/authority for the redressal at any stage

    Please Refer to Ombudsman Scheme for Non-Banking Financial Companies, 2018 for further details

    Content

    CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE D PRICE SENSITIVE ............................................................ 3
    INFORMATION ............................................................ 3
    BACKGROUND ............................................................ 3
    OBJECTIVE ............................................................ 3
    APPLICABILITY ............................................................ 3
    DEFINITION ............................................................ 4
    DISCLOSURE OF UPSI ............................................................ 4
    Designated Chief Investor Relations Officer ............................................................ 4
    Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information ............................................................ 6
    Intimation to Stock Exchange and Updates on WebsiteI ............................................................ 3
    POLICY ON DETERMINATION OF LEGITIMATE PURPOSE FOR COMMUNICATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION ............................................................ 7
    Legitimate Purpose ............................................................ 7
    Process for sharing UPS ............................................................ 8
    Audit ............................................................ 8
    Policy Review ............................................................ 8

    CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
    &
    POLICY FOR DETERMINATION OF “LEGITIMATE PURPOSE


    BACKGROUND

    The Company shares data or information with various stakeholders like organizations, agencies, institutions, intermediaries, establishments, persons, etc., during the course of its business operations. Such unpublished data or information, if made publicly available may impact the market price of the listed securities of the Company. If such persons trade on the basis of such an information, it could result in an undue advantage to such persons. The trading in the securities by an insider is governed by and is subject to the Securities and Exchange of India (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”), as amended from time to time.

    Pursuant to Regulation 8 of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) and Policy for Determination of “Legitimate Purpose” (together referred to as “Code”) is approved by the Board of Directors of Auxilo Finserve Private Limited (Auxilo / Company).

    OBJECTIVE

    This Code is formulated to provide the company a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the company’s securities.

    APPLICABILITY

    This Code shall be applicable and binding on all the employees, directors and such other persons authorized to speak on behalf of the Company.

    DEFINITION

    Unpublished price sensitive information (UPSI)means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall,  ordinarily including but not restricted to, information relating to the following: 

    1. financial results;
    2. dividends;
    3. change in capital structure;
    4. mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such other transactions;
    5. changes in key managerial personnel; and
    6. such other information as determined by the Board of Directors/Managing Director /Compliance Officer from time to time.

    Connected Person means Connected Person as defined under SEBI Regulations 2015 and shall also include promoters and their directors and key managerial personnel.

    Insider means any person who is a Connected Person or in possession of or having access to Unpublished Price Sensitive Information.

    The definition of the capitalized terms used in the Code shall have the meaning ascribed to such term in the Regulations, as amended from time to time.

    DISCLOSURE OF UPSI

    The Chief Financial Officer of the company shall be designated as the Chief Investor Relations Officer. The Chief Investor Relations Officer in co-ordination with the Company Secretary/Compliance Officer shall be responsible to deal with the dissemination and disclosure of Unpublished Price Sensitive Information pursuant to this Code and as required under the Regulations.

    The Chief Investor Relations Officer shall report to the Managing Director with respect to this Code.

    Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information

    1. I.Fair Disclosure of Unpublished Price Sensitive Information

      1. Prompt public disclosure and dissemination shall be made of any Unpublished Price Sensitive Information (save and except disclosure required to be made under any law or under this Code) that would impact the price discovery so as to make it generally available.
      2. Any such information to be disclosed on behalf of the Company shall be first marked to the Chief Investor Relations Officer, for approval. The disclosure/dissemination shall be made public or published on behalf of the Company only if the same is approved by the Chief Investor Relations Officer. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.
      3. The dissemination of Unpublished Price Sensitive Information should be uniform and universal to avoid selective disclosure.
      4. Any instance of disclosure of information made selectively, inadvertently or otherwise on behalf of the company shall be informed to the Chief Investor Relations Officer. The Chief Investor Relations Officer will then promptly disseminate the information so as to make such information generally available.
    2. II.Queries on news reports and requests for verification of market rumours by regulatory authorities

      1. Appropriate and fair response shall be provided on queries on news reports and requests for verification of market rumours by regulatory authorities in consultation with the Chief Investor Relations Officer. The Chief Investor Relations Officer, shall on receipt of requests as aforesaid, consult the Managing Director and send an appropriate and fair response to the same.
      2. The Chief Investor Relations Officer shall be responsible for deciding in consultation with the Managing Director of the Company as to the necessity of a public announcement for verifying or denying rumours and thereafter making appropriate disclosures.
      3. All requests/queries received shall be documented and as far as practicable, the Chief Investor Relations Officer, shall request for such queries/requests in writing. No disclosure in response to the queries/request shall be made by the Chief Investor Relations Officer, unless the Managing Director approves the same.
      4. The Chief Investor Relations Officer shall ensure that the guidelines for disclosure of UPSI are complied with when interacting with media and external public.
    3. The UPSI shall be made available within the organization only on a need to know basis. The Chief Investor Relations Officer shall handle all the UPSI on a need-to-know basis only. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.

      The term “need-to-know basis” shall mean that UPSI should only be disclosed to/procured by such persons who need to share/need access to the UPSI in furtherance of legitimate purposes, performance of duties or discharge of legal obligations and whose possession of such Unpublished Price Sensitive Information will not give rise to a conflict of interest or amount to the misuse of such USPI.
    4. It shall be ensured that no UPSI is provided to the analysts and research personnel. No person, except those authorized by the Chief Investor Relations Officer, shall disclose any information relating to the Company’s Securities to analysts and research persons.

      The Chief Investor Relations Officer shall be invited to meetings/ conferences organized by the Company with analysts/research persons. The Company shall take extreme care and caution when dealing with analysts’ questions that raise issues outside the intended scope of discussion. The Chief Investor Relations Officer should tackle the unanticipated questions carefully. The unanticipated questions may be noted and a considered response be given later in consultation with the Managing Director. If the answer to any question requires dissemination of UPSI, the Chief Investor Relations Officer, shall report the same to the Managing Director and obtain necessary approval for its dissemination to the Stock Exchanges/public announcement through press. The Chief Investor Relations Officer, shall, after dissemination of such UPSI, respond to such unanticipated questions.

      In case any UPSI is proposed to be provided to the analysts/research persons, the Chief Investor Relations Officer shall ensure that the information so provided is made public simultaneously with such disclosure.

      Recording of discussion:. In order to avoid misquoting or misrepresentation, the Chief Investor Relations Officer can make transcripts or arrangements for recording the discussions at the meeting.

      The Chief Investor Relations Officer, shall be responsible for drafting of the press release or the text of the information to be posted on the Company‘s web-site, in consultation with the Managing Director.
    5. The term “legitimate purpose” shall include sharing of Unpublished Price Sensitive Information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

      Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and it shall be ensure that the company executes the confidentiality agreement with such persons, to maintain confidentiality of such UPSI in compliance with the Regulations.

    Intimation to Stock Exchange and Updates on Website

    The Company shall disseminate all credible and concrete UPSI on a continuous and in a timely manner to stock exchanges where its Securities are listed in accordance with the requirements of applicable law and thereafter to the press.

    The UPSI disclosed to the Stock Exchanges and to the Press shall also be promptly updated on the Company’s web-site. The Company may also consider other modes of public disclosure of UPSI so as to improve investor access to the same.

    The information filed by the Company with the Stock Exchanges under the Stock Exchange Listing Agreement shall also be posted on the Company’s website.

    The Company will also promptly intimate any amendment to this Code of Corporate Disclosure Practices to the Stock Exchanges, as required under the Regulations.

    POLICY ON DETERMINATION OF LEGITIMATE PURPOSE FOR COMMUNICATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION

    Legitimate Purpose

    “Legitimate Purpose” shall mean sharing of Unpublished Price Sensitive Information in the ordinary course of business or on a need-to-know basis. The Company may share the Unpublished Price Sensitive Information if required in the interest of the Company.

    Legitimate Purpose shall, inter alia, include sharing of Unpublished Price Sensitive Information on need to know basis by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

    In following cases which are illustrative in nature, sharing of Unpublished Price Sensitive Information would be considered as legitimate purpose:

    1. For investigation, inquiry or request for information by statutory or governmental authorities or any other administrative body recognized by law;
    2. Under any proceedings or pursuant to any order of courts or tribunals;
    3. As part of compliance with applicable laws, regulations, rules and requirements;
    4. Arising out of any contractual obligations or arrangement entered by the Company set forth in any contract, agreement, arrangement, settlement, understanding or undertaking.
    5. Arising out of business requirement including requirement for the purposes of promoting the business and Strategies of business. Which may requires sharing of information with Promoters and Promoters in turn with their Promoters as well as by Promoters with their advisors, consultants, intermediaries, fiduciaries etc.
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, valuation, fund raising or other intermediation and approvals in relation to the subject matter of a proposed deal/assignment/tie- up/venture/fund raising;
      • Sharing the relevant UPSI by Company or Promoters with intermediaries, fiduciaries, merchant bankers, advisors, lawyers, bankers, consultants, valuers, auditors, insolvency professionals, business support agents, transaction processing service providers in order to avail professional services from them;
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals on projects relating to enterprise transformation, strategy, change management, analytics, re-organization, operation improvement, technology and similar domains;
      • Sharing the relevant UPSI by Company or Promoters with business partners essential to fulfill the terms and conditions of a business contract with a client, vendor, collaborator or lender;
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals in the process of evaluation of new products, business opportunities and new lines of business;
      • Sharing the relevant UPSI by Company or Promoters for statutory consolidation requirements or related customary disclosure obligations;
      • Sharing the relevant UPSI by Company or Promoters with persons engaged or involved in the processes leading to disclosure of events set out in Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

    Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and shall comply with the Code.

    Process for sharing UPSI

    The insider may conduct the following steps while sharing UPSI:

    1. Satisfy that information is UPSI and sharing is for legitimate purpose
    2. Identify the persons with whom the information is to be shared
    3. Notify the recipient that UPSI is being shared and enter into a confidentiality/non- disclosure agreement.
    4. Mode of sharing UPSI shall be either by an email (address directly to the insider without copying) or hard copy or any other electronic mode or device or provide access to the information, data, server with acknowledgement or verbal exchange.
    5. Maintain names of the persons along with PAN (or any other identifier where PAN is not available) with whom information is shared. The database shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. This database shall be kept confidential.

    The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time.

    In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy.

    As mandated under the Regulations, the Company shall disclose this Policy on its website.

    BACKGROUND

    The Company shares data or information with various stakeholders like organizations, agencies, institutions, intermediaries, establishments, persons, etc., during the course of its business operations. Such unpublished data or information, if made publicly available may impact the market price of the listed securities of the Company. If such persons trade on the basis of such an information, it could result in an undue advantage to such persons. The trading in the securities by an insider is governed by and is subject to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”), as amended from time to time.

    Pursuant to Regulation 8 of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Code of Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) and Policy for Determination of “Legitimate Purpose” (together referred to as “Code”) is approved by the Board of Directors of Auxilo Finserve Private Limited (Auxilo / Company).

    OBJECTIVE

    This Code is formulated to provide the company a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the company’s securities.

    APPLICABILITY

    This Code shall be applicable and binding on all the employees, directors and such other persons authorized to speak on behalf of the Company.

    DEFINITION

    Unpublished price sensitive information (UPSI) means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: –

    1. financial results
    2. dividends
    3. change in capital structure
    4. mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such other transactions
    5. changes in key managerial personnel; and
    6. such other information as determined by the Board of Directors/Managing Director /Compliance Officer from time to time.

    Connected Person means Connected Person as defined under SEBI Regulations 2015 and shall also include promoters and their directors and key managerial personnel.

    Insider means any person who is a Connected Person or in possession of or having access to Unpublished Price Sensitive Information.

    The definition of the capitalized terms used in the Code shall have the meaning ascribed to such term in the Regulations, as amended from time to time.

    DISCLOSURE OF UPSI

    The Company shall ensure timely, adequate, uniform and universal dissemination of information and disclosure of Unpublished Price Sensitive Information (“UPSI”) relating to the Company or its Securities pursuant to this Code as required under the Regulations so as to avoid selective disclosure.

    Designated Chief Investor Relations Officer

    The Chief Financial Officer of the company shall be designated as the Chief Investor Relations Officer. The Chief Investor Relations Officer in co-ordination with the Company Secretary/Compliance Officer shall be responsible to deal with the dissemination and disclosure of Unpublished Price Sensitive Information pursuant to this Code and as required under the Regulations.

    The Chief Investor Relations Officer shall report to the Managing Director with respect to this Code.

    Practices and Procedures for Fair disclosure of Unpublished Price Sensitive Information

    1. Fair Disclosure of Unpublished Price Sensitive Information

      1. Prompt public disclosure and dissemination shall be made of any Unpublished Price Sensitive Information (save and except disclosure required to be made under any law or under this Code) that would impact the price discovery so as to make it generally available.
      2. Any such information to be disclosed on behalf of the Company shall be first marked to the Chief Investor Relations Officer, for approval. The disclosure/dissemination shall be made public or published on behalf of the Company only if the same is approved by the Chief Investor Relations Officer. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.
      3. The dissemination of Unpublished Price Sensitive Information should be uniform and universal to avoid selective disclosure.
      4. Any instance of disclosure of information made selectively, inadvertently or otherwise on behalf of the company shall be informed to the Chief Investor Relations Officer. The Chief Investor Relations Officer will then promptly disseminate the information so as to make such information generally available.
    2. Queries on news reports and requests for verification of market rumours by regulatory authorities

      1. Appropriate and fair response shall be provided on queries on news reports and requests for verification of market rumours by regulatory authorities in consultation with the Chief Investor Relations Officer. The Chief Investor Relations Officer, shall on receipt of requests as aforesaid, consult the Managing Director and send an appropriate and fair response to the same.
      2. The Chief Investor Relations Officer shall be responsible for deciding in consultation with the Managing Director of the Company as to the necessity of a public announcement for verifying or denying rumours and thereafter making appropriate disclosures.
      3. All requests/queries received shall be documented and as far as practicable, the Chief Investor Relations Officer, shall request for such queries/requests in writing. No disclosure in response to the queries/request shall be made by the Chief Investor Relations Officer, unless the Managing Director approves the same.
      4. The Chief Investor Relations Officer shall ensure that the guidelines for disclosure of UPSI are complied with when interacting with media and external public.
    3. The UPSI shall be made available within the organization only on a need to know basis. The Chief Investor Relations Officer shall handle all the UPSI on a need-to-know basis only. In case of doubt, the Chief Investor Relations Officer, shall consult and seek approval of the Managing Director before dissemination of such information.

      The term “need-to-know basis” shall mean that UPSI should only be disclosed to/procured by such persons who need to share/need access to the UPSI in furtherance of legitimate purposes, performance of duties or discharge of legal obligations and whose possession of such Unpublished Price Sensitive Information will not give rise to a conflict of interest or amount to the misuse of such USPI.
    4. It shall be ensured that no UPSI is provided to the analysts and research personnel. No person, except those authorized by the Chief Investor Relations Officer, shall disclose any information relating to the Company’s Securities to analysts and research persons.

      The Chief Investor Relations Officer shall be invited to meetings/ conferences organized by the Company with analysts/research persons. The Company shall take extreme care and caution when dealing with analysts’ questions that raise issues outside the intended scope of discussion. The Chief Investor Relations Officer should tackle the unanticipated questions carefully. The unanticipated questions may be noted and a considered response be given later in consultation with the Managing Director. If the answer to any question requires dissemination of UPSI, the Chief Investor Relations Officer, shall report the same to the Managing Director and obtain necessary approval for its dissemination to the Stock Exchanges/public announcement through press. The Chief Investor Relations Officer, shall, after dissemination of such UPSI, respond to such unanticipated questions.

      In case any UPSI is proposed to be provided to the analysts/research persons, the Chief Investor Relations Officer shall ensure that the information so provided is made public simultaneously with such disclosure.

      Recording of discussion:. In order to avoid misquoting or misrepresentation, the Chief Investor Relations Officer can make transcripts or arrangements for recording the discussions at the meeting.

      The Chief Investor Relations Officer, shall be responsible for drafting of the press release or the text of the information to be posted on the Company‘s web-site, in consultation with the Managing Director.
    5. The term “legitimate purpose” shall include sharing of Unpublished Price Sensitive Information in the ordinary course of business by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

      Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and it shall be ensure that the company executes the confidentiality agreement with such persons, to maintain confidentiality of such UPSI in compliance with the Regulations.

    Intimation to Stock Exchange and Updates on Website

    The Company shall disseminate all credible and concrete UPSI on a continuous and in a timely manner to stock exchanges where its Securities are listed in accordance with the requirements of applicable law and thereafter to the press.

    The UPSI disclosed to the Stock Exchanges and to the Press shall also be promptly updated on the Company’s web-site. The Company may also consider other modes of public disclosure of UPSI so as to improve investor access to the same.

    The information filed by the Company with the Stock Exchanges under the Stock Exchange Listing Agreement shall also be posted on the Company’s website.

    The Company will also promptly intimate any amendment to this Code of Corporate Disclosure Practices to the Stock Exchanges, as required under the Regulations.

    POLICY ON DETERMINATION OF LEGITIMATE PURPOSE FOR COMMUNICATION OF UNPUBLISHED PRICE SENSITIVE INFORMATION

    Legitimate Purpose

    “Legitimate Purpose” shall mean sharing of Unpublished Price Sensitive Information in the ordinary course of business or on a need-to-know basis. The Company may share the Unpublished Price Sensitive Information if required in the interest of the Company.

    Legitimate Purpose shall, inter alia, include sharing of Unpublished Price Sensitive Information on need to know basis by an insider with partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants, provided that such sharing has not been carried out to evade or circumvent the prohibitions of the Regulations.

    In following cases which are illustrative in nature, sharing of Unpublished Price Sensitive Information would be considered as legitimate purpose:

    1. For investigation, inquiry or request for information by statutory or governmental authorities or any other administrative body recognized by law;
    2. Under any proceedings or pursuant to any order of courts or tribunals;
    3. As part of compliance with applicable laws, regulations, rules and requirements;
    4. Arising out of any contractual obligations or arrangement entered by the Company set forth in any contract, agreement, arrangement, settlement, understanding or undertaking.
    5. Arising out of business requirement including requirement for the purposes of promoting the business and Strategies of business. Which may requires sharing of information with Promoters and Promoters in turn with their Promoters as well as by Promoters with their advisors, consultants, intermediaries, fiduciaries etc.
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, valuation, fund raising or other intermediation and approvals in relation to the subject matter of a proposed deal/assignment/tie- up/venture/fund raising;
      • Sharing the relevant UPSI by Company or Promoters with intermediaries, fiduciaries, merchant bankers, advisors, lawyers, bankers, consultants, valuers, auditors, insolvency professionals, business support agents, transaction processing service providers in order to avail professional services from them;
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals on projects relating to enterprise transformation, strategy, change management, analytics, re-organization, operation improvement, technology and similar domains;
      • Sharing the relevant UPSI by Company or Promoters with business partners essential to fulfill the terms and conditions of a business contract with a client, vendor, collaborator or lender;
      • Sharing the relevant UPSI by Company or Promoters for advice, consultation, transaction support, intermediation and approvals in the process of evaluation of new products, business opportunities and new lines of business;
      • Sharing the relevant UPSI by Company or Promoters for statutory consolidation requirements or related customary disclosure obligations;
      • Sharing the relevant UPSI by Company or Promoters with persons engaged or involved in the processes leading to disclosure of events set out in Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

    Any person in receipt of UPSI pursuant to a “legitimate purpose” shall be considered an “insider” for purposes of the Regulations and shall comply with the Code.

    Process for sharing UPSI

    The insider may conduct the following steps while sharing UPSI:

    1. Satisfy that information is UPSI and sharing is for legitimate purpose
    2. Identify the persons with whom the information is to be shared
    3. Notify the recipient that UPSI is being shared and enter into a confidentiality/non- disclosure agreement.
    4. Mode of sharing UPSI shall be either by an email (address directly to the insider without copying) or hard copy or any other electronic mode or device or provide access to the information, data, server with acknowledgement or verbal exchange.
    5. Maintain names of the persons along with PAN (or any other identifier where PAN is not available) with whom information is shared. The database shall be maintained with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. This database shall be kept confidential.

    Policy Review

    The Policy shall be reviewed periodically in accordance with review of internal control and check as well as changes or any regulatory requirements from time to time.

    In the events of inconsistency of this Policy with any legal provisions, the provisions of the law shall override this Policy.

    As mandated under the Regulations, the Company shall disclose this Policy on its website.