Corporate Governance

BOARD OF DIRECTORS:- COMPOSITION AND CATEGORY

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management and marketing. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors is given hereunder:

S.NO.	NAME	CATEGORY
1.	Panna Lal Baid	Chairman and Managing Director
2.	Aman Baid	Whole Time Director
3.	Anurag Patni	Independent Director
4.	Alpana Baid	Non-Executive Director
5.	Surendra Kumar Singhi	Independent Director
6.	Chaitnya Sharma	Independent Director

Board Procedure

The Board meets at least once a quarter to review the quarterly performance and the financial results. The Board’s role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance of various listing agreements and secretarial audit are carried out with due diligence and in consonance with the rules and regulations framed under the relevant acts.

AUDIT COMMITTEE

Broad Terms Of Reference: The Audit Committee of the Company inter-alia acts as a control mechanism in
the financial and other important departments of the Company. The Audit Committee while reviewing the Annual Financial
Statements also reviews the applicability of various Accounting Standards (AS) issued by the Institute of Chartered
Accountants of India during the year.

Composition: The Audit Committee comprises of three Directors, all of whom are Non-Executive,
Directors.

Composition of the Audit Committee :

S.NO.	NAME	CATEGORY
1.	Surendra Kumar Singhi	Chairman
2.	Anurag Patni	Member
3.	Chaitnya Sharma	Member

NOMINATION AND REMUNERATION COMMITTEE:

Formulate the criteria for determining qualifications, positive attributes and independence of a Director,
and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and
other employees;

Formulate the criteria for evaluation of performance of Independent Directors and the Board of
Directors;

Identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down and to recommend to the Board their appointment and / or removal;

Specify the manner for effective evaluation of performance of Board, its Committees and Individual Directors
to be carried out either by the Board, by the Human Resources, Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance;

Recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria;

Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory
notification, amendment or modification as may be applicable.

Composition of Nomination and Remuneration Committee:

S.NO.	NAME	CATEGORY
1.	Surendra Kumar Singhi	Chairman
2.	Anurag Patni	Member
3.	Chaitnya Sharma	Member

Remuneration Policy

Remuneration to Managing Director and Whole-time Directors: Payment of remuneration to Managing and
Whole-time Directors is governed by the respective Agreements executed between them and the Company and which is
recommended by the Remuneration Committee and further is within the limits set by the Shareholders at the Annual General
Meetings.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Broad Terms Of Reference: The Committee monitors redressal of complaints received from
shareholders/investors with respect to transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, etc.
It also takes note of number of transfers processed, issue of fresh share certificates, top shareholders, pattern of
shareholding, etc.

Composition of the Committee: The Stakeholders Relationship Committee has been constituted as per the
provisions set out in the Listing Agreement. It comprises of 3 (three) Non-Executive Independent Directors. The Company
Secretary acts as the Secretary and has been appointed as the Compliance officer of Share Transfer/ Investor Grievance
Committee.

S.NO.	NAME	CATEGORY
1.	Surendra Kumar Singhi	Chairman
2.	Anurag Patni	Member
3.	Chaitnya Sharma	Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Broad Term of Reference: The CSR Committee of the Company is vested with the responsibility to
formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be
undertaken by the company as per Companies Act, 2013 and recommend the amount of expenditure to be incurred on the
activities and monitor the Corporate Social Responsibility Policy and activities of the company from time to time.

Composition of the Corporate Social Responsibility Committee: The CSR Committee compromises of three
Directors.

S.NO.	NAME	CATEGORY
1.	Surendra Kumar Singhi	Chairman
2.	Alpana Baid	Member
3.	Aman Baid	Member

ASSET LIABILLITY MANAGEMENT COMMITTEE: Broad Terms of Reference- The Committee has been constituted as
per the RBI Requirements for Non-Banking Financial Companies. The committee reviews the Asset Liability Position of the
Company, Banks/FI Facilities Status, Cost of Borrowing and liquidity position of the Company.

Composition of the Committee- The committee comprises of three Directors.

S.NO.	NAME	CATEGORY
1.	Panna Lal Baid	Chairman
2.	Aman Baid	Member
3.	Surendra Kumar Singhi	Member

RISK MANAGEMENT COMMITTEE: Broad Terms of Reference – The Committee has been constituted
as per the RBI Requirements for Non-Banking Financial Companies. The committee overviews the risk bearing capacity of
the company and assesses the risk strategies.

Composition of the Committee- The committee comprises of three Directors

S.NO.	NAME	CATEGORY
1.	Panna Lal Baid	Chairman
2.	Aman Baid	Member
3.	Surendra Kumar Singhi	Member

EXECUTIVE COMMITTEE Broad Terms of Reference – The Committee has been constituted for the purpose of
authorizing various persons for various deeds and other activities which cannot be take up in Board Meeting.

Composition of the Committee- The committee comprises of three Directors

S.NO.	NAME	CATEGORY
1.	Panna Lal Baid	Chairman
2.	Aman Baid	Member
3.	Aditya Baid	Member

INTERNAL COMPLAINTS COMMITTEE: Broad Terms of Reference- The committee has been constituted to consider
and redress complaints of Sexual Harassment at each such Unit/workplace. At least one half of the total members of the
Committee shall be women.

Composition of the Committee- The Committee comprises of Presiding Officer and other members.

S.NO.	NAME	CATEGORY
1.	Mrs. Surbhi Rawat	Presiding Officer
2.	Mrs. Dalima Baid	Member
3.	Mr. Dinesh Sharma	Member
4.	Mr. Jai Sharma	Member

General Body Meetings/ Postal Ballot/ Board Meetings:-

FINANCIAL YEAR	DATE	LOCATION	TIME
2008-2009	08th August, 2009	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	11.00 A.M.
2009-2010	31st July, 2010	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	11.30 A.M.
2010-2011	20th August, 2011	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	11.30 A.M.
2011-2012	28th July, 2012	3, Jaipur Tower, M.I. Road ,Jaipur	11.30 A.M.
2012-2013	17th August, 2013	3, Jaipur Tower, M.I. Road ,Jaipur	11.00 A.M.
2013-2014	16th August, 2014	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	11.00 A.M.
2014-2015	18th July,2015	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	04.00 P.M.
2015-2016	25th August,2016	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	04.00 P.M.
2016-2017	15th September,2017	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	03.00 P.M.
2017-2018	27th August,2018	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	03.00 P.M.
2018-2019	30th September,2019	“Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur	03.00 P.M.
2019-2020	30^th September 2020	VC/OAVM Hosted at Registered Office	03.00 P.M.
2020-2021	15^th September 2021	VC/OAVM Hosted at Registered Office	03.00 P.M.

2021-2022

25^th August 2022

VC/OAVM Hosted at Registered Office

03.00 P.M.

Notice of Board Meeting-19.05.2023

Notice of Board Meeting-13.02.2023

Notice of Board Meeting-14.11.2022

Voting Results 31st AGM-25.08.2022

Scrutinizer Report 31st AGM-18.02.2022

Proceedings of 31st AGM-25.08.2022

Transcript 31st AGM-25.08.2022

Intimation of 31st AGM and Annual Report

Notice of 31st Annual General Meeting: 25.08.2022

Notice of Board Meeting—26.07.2022

Intimation of 31st AGM and Book Closure Dates

Voting Results of Postal Ballot-09.06.2022

Scrutinizer Report of Postal Ballot-09.06.2022

Intimation of Record date for issuance of Bonus shares

Notice-of-Postal-Ballot-04.05.2022.pdf

NOTICE OF THE BOARD MEETING : 04.05.2022

Proceedings of 30th AGM: 15.09.2021

Intimation of Record Date for the purpose of sub-division split of equity shares

Scrutinizer Report of Postal Ballot-18.02.2022

Voting Results of Postal Ballot- 18.02.2022

NOTICE OF POSTAL BALLOT-18.02.2022

NOTICE OF BOARD MEETING-18.02.2022

NOTICE OF BOARD MEETING-25.01.2022

NOTICE OF BOARD MEETING-12.11.2021

Scrutinizer Report 30th AGM: 15.09.2021

Transcript 30th AGM: 15.09.2021

Voting Results 30th AGM: 15.09.2021

Intimation of Record Date for the purpose of Final Dividend

Intimation of Book Closure of Dividend

Intimation of 30th AGM and Annual Report

Notice of 30th Annual General Meeting: 15.09.2021

Intimation of Book Closure

Notice of Board meeting: 13.08.2021

Notice of Board meeting: 22.06.2021

Notice of Board meeting: 08.02.2021

Notice of Board meeting: 09.11.2020

Notice of 29 th Annual General Meeting: 30.09.2020

Proceeding of 29th AGM : 30.09.2020

Scrutinizers Report 29th AGM : 30.09.2020

Voting results 29th AGM : 30.09.2020

Transcript 29th AGM : 30.09.2020

Intimation of Book Closure

Notice Of Board Meeting: 20.08.2020

Notice of Postponement of Board Meeting: 21.07.2020

Notice Of Board meeting: 30.06.2020

Notice Of Board meeting: 13.02.2020

Notice Of Board meeting: 14.11.2019

Scrutinizers Report 28th AGM : 30.09.2019

Proceeding of 28th AGM : 30.09.2019

Notice Of Board meeting: 10.09.2019

Intimation of Book Closure on Stock Exchange

Notice of 28th Annual General Meeting September 30, 2019

Notice Of Board meeting: 13.08.2019

Notice Of Board meeting: 30.05.2019

Notice Of Board meeting: 01.02.2019

Notice Of Board meeting: 12.11.2018

Scrutinizer Report on NCLT Convened Meeting of Equity Shareholders October 27, 2018

Proxy Form & Attendance Slip_ Equity Shareholders Meeting : 27.10.2018

Postal Ballot Form_ Equity Shareholders Meeting : 27.10.2018

Notice of NCLT convened Equity Shareholders Meeting : 27.10.2018

Proceeding of 27th AGM : 27.08.18

Scrutinizers Report 27th AGM : 27.08.18

Voting results 27th AGM : 27.08.18

Notice Of 27th AGM : 27.08.18

Notice Of Board meeting 25.07.18

Notice Of Board meeting 20.06.18

Notice Of Board meeting 29.05.18

Notice Of Board meeting 07.02.18

Notice of NCLT convened Equity Shareholders Meeting _18.01.2018

Notice of NCLT convened Equity Shareholders Meeting _23.10.2017

Notice of NCLT convened Unsecured Creditors Meeting _23.10.2017

Proxy Form Attendance Slip Unsecured-Creditors Meeting_23.10.2017

Notice of NCLT convened Secured Creditors Meeting _23.10.2017

Proxy Form & Attendance Slip_Secured Creditors Meeting_23.10.2017

Postal Ballot Form_Equity Shareholders Meeting _23.10.2017

Proxy Form & Attendance Slip_Equity Shareholders Meeting_23.10.2017

Newspaper Notice_Postal Ballot_2015

Newspaper Notice of book closure and AGM

Results of postal ballot alongwith scrutinizer’s report

Results of e-voting alongwith scrutinizer’s report

Clause 35A_AGM_16.08.2014

AGM Proceedings

Notice of NCLT convened Equity Shareholders Meeting _18.01.2018

Postal Ballot Form_Equity Shareholders Meeting:18.01.2018

Proxy Form & Attendance Slip_ Equity Shareholders Meeting : 18.1.2018

Notice Of Board meeting: November 13, 2017

Proceedings of 26th AGM_Sept. 15, 2017

Voting Result of 26th AGM_Sept

Scrutinizers Report 26th AGM_Sept. 15, 2017

Notice of 26th Annual General Meeting: 15.09.2017

Notice of Book Closure

Notice Of Board meeting August-11-2017

NOTICE OF BOARD MEETING MAY-16-2017

Notice of board meeting jan-12-2017

Notice 25th AGM august-25-2016

Proceedings 25th AGM August-25-2016

Voting Results 25th AGM August-25-2016

Scrutinizers report 25th AGM_August-25-2016

NOTICE OF BOARD MEETING_OCT 22, 2016

NOTICE_OF_BOARD_MEETING_AUG-12-2016

NOTICE OF BOARD MEETING_MAY 7, 2016

NOTICE OF BOARD MEETING_May 3, 2016

POSTAL BALLOT RESULT AND SCRUTINIZER’S REPORT_18.04.2016

Board Meeting 05.03.2016

Notice Postal Ballot 05.03.2016

BOARD MEETING 03.11.2015

BOARD MEETINGS 21 JANUARY 2015

BOARD MEETINGS 07 AUGUST 2015

BOARD MEETINGS 16 MAY 2015

BOARD MEETINGS 02 FEBRUARY 2015

BOARD MEETINGS 08 NOVEMBER 2014

BALFC POSTAL BALLOT NOTICE – 2014

balfc postal ballot form 2014

NOTICE OF POSTAL BALLOT

NOTICE OF AGM AND BOOK CLOSURE

Scrutinizers Report 26th AGMScrutinizer Report 24^Th AGM- 16.05.2015

PROCEEDINGS SCRUTINIZERS REPORT_24_AGM

Secretarial Compliance Report—–31.03.2023)Disclosures

(A) Disclosures on materially significant related party transactions.

Due disclosures made wherever required.

(B) Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

The Company in general has complied with all the provisions of the Stock Exchanges, SEBI or any statutory authority.

(C) The Company has followed all the relevant accounting standards issued by Institute of Chartered Accountants of India to the extend applicable.

(D) There are no pecuniary relationships of transactions of Non executive Director vis-a-vis the Company which had any potential conflict with the interest of the Company at large.

REGISTRAR AND SHARE TRANSFER AGENTS:

Name: M/s. MCS Share Transfar Agent Ltd
Address: F 65, 1st Floor, Okhla Industrial Area, Phase – I,
New Delhi,Delhi,110020
Email address: helpdeskreply@mcsregistrars.com

Contact No: 01141406149

Dematerialisation of Shares: The Company has ensured its Demat Connectivity with CDSL & NSDL.

INVESTOR CORRESPONDENCE TO BE MADE TO:

Baid Finserv Limited (Formerly Known as Baid Leasing and Finance Company Limited).

Address :- Baid House, IInd Floor, 1, Tara Nagar, Ajmer Road, Jaipur-302 006

CONTACT INFORMATION OF THE DESIGNATED OFFICIALS OF THE COMPANY :

Ms. Surbhi Rawat

Company Secretary and Compliance Officer-

Email Address: cs@baidgroup.in

Contact No : +91-9214018877

Mr. Aman Baid

Grievance Redressal Officer–

Email Address:baidfinance@baidgroup.in

Contact No : +91-9214018855

Downloads

Model Tripartite Agreement with RTA

Form ISR-1 and ISR-5

Secretarial Compliance Report – 31.03.2023

Customer Education Literature
Policy for loan to Director
Intimation of Listing of Equity Shares on National Stock Exchange

DETAILS OF FAMILIARISATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS DURING THE FINANCIAL YEAR-2021-22

Form ISR-4

Fair Practice Code (English)

Fair Practice Code (Hindi)

Investment Policy

Greivance Redressal Mechaniasm

Policy on Demand/Call Loans

Outsourcing Policy

Policy Of Familiarization Of Independent Directors

Risk Management Policy

Policy on Preservation of Documents

Policy for Determination of Materiality of Events/ Information

Website Content Archival Policy

Whistle Blower policy & Vigil Mechanism

Board Diversity Policy

Code of Conduct for Directors and Senior Management Personnel

Policy for orderly succession for appointments to the Board & Senior Management

Corporate Social Responsibility Policy

Environment Social And Governance Policy

Nomination and Remuneration Policy

Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Prohibition of fraudulent and unfair trade practices relating to securities market

Asset Liability Management Policy

Policy Framework For Restructuring of Loans of Borrowers

Investor Grievance Redressal Policy

Draft Appointment letter of Independent Director

Details of Familirisation Programmes imparted to Independent Directors during the Financial Year 2020-21

Details of Familirisation Programmes imparted to Independent Directors during the Financial Year 2019-20

Details of Familirisation Programmes imparted to Independent Directors during the Financial Year 2018-19

Details of Familirisation Programmes imparted to Independent Directors during the Financial Year 2017-18

Details of Familirisation Programmes imparted to Independent Directors during the Financial Year 2016-17

Terms and Conditions of appointment of Independent Director

No Observation letter

Documentation Amalgamation

Annual Return for the Financial Year 2021-2022

Annual Return for the Financial Year 2020-2021

Annual Return for the Financial Year 2019-20

Annual Return for the Financial Year 2018-19

Annual Return for the Financial Year 2017-18

Annual Return for the Financial Year 2016-17

Annual Return for the Financial Year 2015-16

Annual Return for the Financial Year 2014-15

Means Of Communications

The Board of Directors of the Company approve and take on record the quarterly, half yearly and yearly financial results in the Performa prescribed by Regulation 33 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015, within the respective stipulated period.

The approved financial results are forthwith sent to the Stock Exchanges where the company is listed and are published in the newspapers as per the requirements of Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Discussion and Analysis report forms part of Annual Report, which is posted to the shareholders of the Company.

Corporate Social Responsibility

Baid Finserv Limited (Formerly Known as Baid leasing and Finance Co. Ltd). actively works towards fulfilling its social responsibilities. We not only acknowledge but firmly believe in the fact of giving back to the society thereby inspiring, facilitating, and supporting entrepreneurs come to us naturally.

NEERA BAID MEMORIAL TRUST – OUR RESPONSIBILITY

Cancer check up camps are held regularly in the villages of Rajasthan in association with All India Jain Mahila Mandal Society headed by Smt. Sobhag Devi Baid, wife of Mr. Panna Lal Baid , CHAIRMAN AND MD of the Company. Those diagnosed with Cancer in treatable stages are funded for their medical aid and treatment.

NEXUS WITH PREM NIKETAN ASHRAM

We are also closely associated with Prem Niketan Ashram which is a school teaching children who happen to be single parent child to empower them from within by various activities and competitions followed by meals.

Code Of Conduct

Baid Finserv Limited (Formerly Known as Baid leasing and Finance Co. Ltd). has adopted a code of conduct for all the employees and directors of the company, also all the members of the board and senior management personnel have affirmed compliance with the code of conduct.

PREAMBLE

All the Directors and members of the senior management team of Baid Finserv Limited (Formerly known as “Baid Leasing and Finance Co. Ltd.”) shall act within the bounds of the authority conferred upon them and undertake the duty to make and enact informed, judicious and harmonious decisions and policies in the best interests of the Company and its shareholders /stakeholders. With a view to maintain high standards the Company requires, the following rules/ code of conduct to be observed in all activities. For the purpose of the code, the Company appoints the compliance officer, who will be available to directors and senior management to answer questions and to help them comply with the code.

HONESTY & INTEGRITY

All the Directors and members of the senior management team of the company shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. They will act in good faith, responsibly, with due care, competence and diligence, allowing independent judgment to their subordinates. Directors shall act in the best interests of the Company and fulfill their fiduciary obligations.

DISCLOSURES

Notwithstanding that any instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested officer should be made to the Company. It is also incumbent upon every Officer to make a full disclosure of any interest which the Officer or the Officer’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with the Company. If an Officer fails to make a disclosure as required herein, and the Company of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Officer, the Company would take a serious view of the matter and consider suitable disciplinary action against the Officer.

OTHER DIRECTORSHIPS

The Company feels that serving on the Board of directors of other companies may raise substantial concerns about potential conflict of interest and therefore all directors shall report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company. Hence all the Directors are barred in accepting such position without the concurrence of the Board.

PUBLIC REPRESENTATION AND CONFIDENTIALITY OF INFORMATION

The Company honours the information requirement of the public and its stakeholders. In all its public appearance with respect to disclosing information in relation to the Company’s activities to public constituencies such as the media, the financial community, employees and shareholders, the Company shall be represented only by specifically authorized Officers.

Any information concerning the Company’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorized by the Board or (ii) the same is part of the public domain at the time of disclosure’ or (iii) is required to be disclosed in accordance with applicable laws.

REGULATORY COMPLIANCE

Every Officer shall, in his business conduct, comply with all applicable laws, rules and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.

PROTECTION OF ASSETS

The Officers shall use best endeavors to protect Company’s assets and property, ensure its efficient use and shall not derive any personal benefit (including without Limitation through the use of Company’s property, assets, information of position) except that which they are lawfully entitled to.

ENVIRONMENT, HEALTH & SAFETY POLICY

We take environmental consciousness a step further as a company. We believe that directors / employees of the Company are environment conscious and contribute to preserving nature as well as safety measures in own respective work areas. All of us are responsible for conducting safe and environmentally sound operations; this is in the interest of our own well being and the quality of life of others. You shall abide by this policy.

ACCOUNTABILITY

The Board of Directors shall oversee the Company’s adherence to ethical and legal standards. All employees and members of the Board of Directors shall undertake to stop or prevent actions that could harm reputation of the Company and to report such actions as soon as they occur to take corrective steps and see that such actions are not repeated.

AMENDEMENTS TO THE CODE

The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All Officers shall be duly informed of such amendments and modifications.

ENFORCEMENT OF CODE OF CONDUCT

Each Officer shall be accountable for fully complying with this Code.

CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE

In case of breach of this Code by the Non Whole Time Directors, the same may be considered by the Board for initiating appropriate action, as deemed necessary.

In case of breach of this Code by the Whole Time Directors and Senior Management Personnel, the same shall be liable to disciplinary action by the Company.