Introduction

The Board of Directors (“the Board”) of Infra Fin Advisory Pvt Ltd (“the Company”) is responsible for ensuring the strategic direction, governance, and overall oversight of the Company’s business operations in alignment with corporate objectives, regulatory requirements, and shareholder interests. This Board Charter sets out the principles, roles, responsibilities, and processes governing the Board’s functions.

2. Purpose

The purpose of this Charter is to outline the framework for effective governance, ensuring transparency, accountability, and the highest standards of integrity in the Company’s decision-making processes. The Charter serves as a guideline for the Board’s composition, authority, duties, and ethical obligations.

3. Composition and Structure

3.1 Board Composition 

• The Board shall comprise a mix of executive, non-executive, and independent directors, ensuring a balanced representation of expertise and diversity.
• The number of directors shall be in accordance with the Company’s Articles of Association and applicable legal requirements.

3.2 Chairperson and Managing Director 

• The Chairperson shall provide leadership to the Board and ensure its effective functioning.
• The Managing Director (MD) or Chief Executive Officer (CEO) shall oversee the day-to-day operations and implement the Board’s strategic directives.

3.3 Board Committees

• The Board may establish committees such as the Audit Committee, Risk Management Committee, and Nomination & Remuneration Committee to support specific governance functions.

4. ROLES AND RESPONSIBILITIES

4.1 Strategic Oversight

• Formulating and approving corporate strategy, business plans, and key policies.
• Monitoring financial performance and ensuring sustainable growth.

4.2 Corporate Governance & Compliance

• Ensuring compliance with applicable laws, regulations, and ethical standards.
• Upholding corporate governance best practices and risk management policies.
  • Financial Stewardship
• Approving annual budgets, financial reports, and investment decisions.
• Safeguarding the Company’s financial integrity and long-term viability.
  • Risk Management
• Identifying, assessing, and mitigating strategic, financial, operational, and compliance risks.
• Overseeing internal controls and ensuring effective risk management frameworks.
  • Stakeholder Engagement
• Ensuring transparent communication with shareholders, investors, employees, and regulatory bodies.
• Upholding corporate social responsibility (CSR) and sustainability initiatives.