The National Bank for Financing Infrastructure and Development General Rules, 2022.
G.S.R. 51(E).—In exercise of the powers conferred by section 31 of the National Bank for Financing
Infrastructure and Development Act, 2021 (17 of 2021), the Central Government hereby makes the following rules, namely:—
- Short title and commencement.—(1) These rules may be called the National Bank for Financing Infrastructure and Development General Rules, 2022.
(2) They shall come into force on the date of their publication in the Official Gazette. - Definitions.—(1) In these rules, unless the context otherwise requires,—
(a) “Act” means the National Bank for Financing Infrastructure and Development Act, 2021 (17 of 2021);
(b) “body corporate” shall mean and include the bodies referred to in the Explanation to section 16 of the Act;
(c) “Company Secretary” means an individual who is a member of the Institute of Company Secretaries of India, constituted under the Company Secretaries Act, 1980 (56 of 1980) and who is the head of the secretarial function of the Institution;
(d) “Director Identification Number” shall have the same meaning as is assigned to the term in the rules made under sections 153 and 154 of the Companies Act, 2013 (18 of 2013);
(e) “related party” with reference to the Institution, shall have the same meaning as is assigned to the term in clause (76) of section 2 of the Companies Act, 2013 (18 of 2013) with reference to a company;
(f) “Schedule” means the Schedule to these rules;
(g) “section” means a section of the Act.
(2) The words and expressions used herein and not defined in these rules, but defined in the Act shall have the meanings respectively assigned to them in the Act. - Term of office of Chairperson and other directors.—
(1) The Chairperson and the Managing Director, every Deputy Managing Director and every other director who is other than a director nominated by the Central Government under clause (d) of sub-section (1) of section 6 shall,—
(a) in case of a director who is other than a director elected under clause (e) of the said sub-section, hold office for such term not exceeding five years as the authority nominating or appointing him may determine;
(b) in case of a director elected under clause (e) of the said sub-section, hold office for a term of three years:
Provided that the Chairperson and every director nominated or appointed under sub-section (1) of section 6 shall hold office during the pleasure of the authority nominating or appointing him:
Provided further that the Managing Director and the Deputy Managing Directors shall not hold office as such after they have attained the age of sixty-five years and sixty-two years, respectively.
(2) A director referred to in sub-rule (1) shall be eligible for re-appointment, subject to an overall term not exceeding ten years.
(3) Notwithstanding anything contained in sub-rules (1) and (2), in respect of any director referred to in sub-rule
(1),—
(a) the Central Government may remove him from office under section 10;
(b) the Central Government or the Board or the shareholders, as the case may be, may remove him as provided in sub-section (1) of section 11;
(c) the Central Government shall have the right to terminate the term of his office at any time before the expiry of his term by giving him notice or three months’ salary and allowances, under sub- section (2) of section 11;
(d) the seat of the director shall become vacant if he becomes subject to any of the disqualifications or the removal referred to in clause (a) of sub-section (1) of section 12, or if he absents himself as in clause (b) of the said sub-section;
(e) the director may resign his office by giving such notice as is provided in sub-section (2) of section 12:
Provided that he shall specify in such notice the reasons for his resignation and shall affirm that
there is no material reason other than those specified.
(4) If the Chairperson is rendered incapable of carrying out his duties by infirmity or otherwise in circumstances not involving the vacation of his office, or is absent on leave, the Central Government in consultation with the Reserve Bank may appoint another person to act in his place during his absence.
(5) If the Managing Director is rendered incapable of carrying out his duties by infirmity or otherwise in circumstances not involving the vacation of his office, or is absent on leave, the Board may appoint a Deputy Managing Director to act in his place during his absence. - Other terms and conditions of service of directors other than whole-time directors.—(1) Every director, other than a director who is an officer of the Central Government or is a whole-time director, shall be entitled to receive such sitting fee for attending meetings of the Board and committees as may be determined by the Board on the recommendation of the Nomination and Remuneration Committee, subject to such fee not exceeding such limit as may apply in respect of sitting fee applicable to a director of a company under the Companies Act, 2013 (18 of 2013).
(2) A director referred to in sub-section (3) of section 9 shall be entitled to travelling and halting expenses, if any, on such basis as may be determined by the Board, for travel undertaken in connection with the work of the Institution.
(3) In addition to sitting fee and travelling and halting expenses for travel in connection with the work of the Institution, a director referred to in sub-rule (1) may, on the recommendation of the Nomination and Remuneration Committee and as determined by the Board, be paid a fixed remuneration which is considered commensurate with their individual responsibilities and demands on time and sufficient to attract qualified competent individuals and is guided by market practices:
Provided that the said remuneration, in respect of such a director who is other than the Chairperson, shall not exceed twenty lakh rupees per annum or such higher amount as may be determined by the Reserve Bank in respect of remuneration payable to non-executive directors of commercial banks. - Induction of independent directors.—(1) The Nomination and Remuneration Committee shall formulate criteria for qualifications, positive attributes and independence of independent directors and recommend the same to the Board for its determination, and while formulating the criteria for independence, the committee may take into consideration, among others, the following aspects relating to individuals to be appointed as independent director, namely:—
(a) whether the individual or his relative is or was a promoter or director or employee of the Institution;
(b) whether the individual or his relative has or had a material pecuniary relationship with the Institution;
(c) whether the individual or his relative is or was an employee or proprietor or partner in a firm of auditors, company secretaries or cost accountants of, or in a legal or consulting firm having material transactions with, the Institution;
(d) whether the individual or his relative is or was a chief executive or director of any non-profit organisation that has material receipts from the Institution or any of its promoters or directors;
(e) whether the individual or his relative holds shares in excess of two per cent. in, or is a material supplier, service provider or customer of, or is a lessor or lessee of, the Institution;
(f) whether the individual or his relative holds or has held any other security of or interest in the Institution of face value exceeding fifty lakh rupees or two per cent. of the paid-up capital of the Institution; and
(g) whether the individual or his relative is or was indebted to, or has or had given a guarantee or provided any security in connection with indebtedness of any third person to the Institution, in excess of such amount as the Nomination and Remuneration Committee may determine:
Provided that while formulating criteria in respect of clause (b) or clause (c) or clause (d) or clause (e), the Nomination and Remuneration Committee may specify the materiality threshold it recommends for determining whether a pecuniary relationship or supplier or service provider or customer is, or certain transactions or receipts are, material:
Provided further that while formulating criteria in respect of clause (a) or clause (b) or clause (c) or clause (d) or clause (f) or clause (g), where the position or relationship or security or debt or guarantee referred to in the clause pertains to the past, the Nomination and Remuneration Committee may specify the past period which it recommends be taken into account.
(2) For recommending names for appointment as independent director, the Nomination and Remuneration Committee may adopt the search mode and request individuals whose names it may consider and who are interested in being so appointed, to furnish in such form as the committee may specify, information in respect of the following, namely:—
(a) personal identification details, including income-tax Permanent Account Number, bank account numbers and Director Identification Number;
(b) professional history, including directorships in a body corporate;
(c) disclosure regarding criminal prosecution, if any;
(d) financial interests, including beneficial ownership, in respect of himself and his relatives;
(e) organisational affiliations;
(f) details regarding the criteria of independence referred to in sub-rule (1);
(g) adverse notice, if any, by any regulatory or supervisory authority or agency, or a law enforcement agency;
(h) details regarding default in repayment of debt obligations by him, or by a company in which he is a promoter or director, in respect of loans taken from a regulated lending institution or debts raised from the financial markets;
(i) details regarding whether he has been declared a wilful defaulter, or is a promoter or director in a body corporate which has been declared as a wilful defaulter, under guidelines issued by the Reserve Bank; and
(j) confirmation that none of the disqualifications under sub-section (1) of section 10 shall be attracted if he is appointed as an independent director in the Institution.
(3) The Nomination and Remuneration Committee shall, after taking into consideration the information furnished under sub-rule (2) and any other information it may consider relevant, satisfy itself that an individual whose name it proposes to recommend for appointment as independent director is in its opinion a person of integrity and possesses relevant expertise and experience, and that he fulfils the qualifications, possesses the positive attributes and meets the criteria of independence referred to in sub-rule (1).
(4) If an individual proposed to be appointed as an independent director is a public servant or an official falling within the scope of the powers and functions of the Central Vigilance Commission constituted under the Central Vigilance Commission Act, 2003 (45 of 2003), the Institution shall ascertain his vigilance status through the Ministry of Finance, Department of Financial Services.
(5) If an individual proposed to be appointed as an independent director is other than an individual referred to in subrule (4), the Institution shall transmit the information furnished under sub-rule (2) to the Directorates of Enforcement, Revenue Intelligence and Goods and Service Tax Intelligence and the Central Board of Direct Taxes, for their reports with regard to any inquiry or investigation or proceeding instituted or contemplated against him.
(6) The Board may, after considering the recommendations of the Nomination and Remuneration Committee and the vigilance status referred to in sub-rule (4) or the reports referred to in sub-rule (5), appoint the recommended individual as independent director.
(7) Every independent director shall, before assuming office as such, furnish to the Institution a declaration confirming that he has read and meets the criteria of independence determined by the Board, an undertaking that he shall continue to ensure that he meets the said criteria so long as he remains in office, and an undertaking that he shall ensure absence of conflict of interest in carrying out the functions and duties of his office.
(8) Every independent director shall furnish such other declarations and make such disclosures as the Board may specify or require, and shall abide by such code of conduct for directors as the Board may adopt. - Disclosure of interest.—(1) Every director, in pursuance of the provisions of sub-section (1) of section 16, shall disclose the nature of his concern or interest in any body corporate, which shall include shareholding, by giving a notice in writing in Form 1 set out in the Schedule to these rules.
(2) Every notice received under sub-rule (1) shall be kept at the head office of the Institution, kept in the custody of the Company Secretary or such other person as the Board may authorise for this purpose, and be preserved for a period of ten years from the end of the financial year to which it relates. - Contract or arrangement with related party.—(1) Any contract or arrangement entered into by the Institution with a related party shall be in accordance with the provisions of section 19, and the agenda of the meeting of the Audit Committee or the Board at which such contract or arrangement is proposed to be considered shall disclose the following, namely:—
(a) the name of the related party and nature of relationship;
(b) the nature, duration and particulars of the contract or arrangement;
(c) the material terms of the contract or arrangement, including the value thereof, if any;
(d) advance paid or received, if any, for the contract or arrangement;
(e) the manner of determining the pricing and other commercial terms, irrespective of whether or not the same are included in the contract;
(f) whether all factors relevant to the contract have been considered and, if not, the details of the factors not considered, along with the rationale for not considering the same; and
(g) any other information relevant for the Audit Committee or the Board, as the case may be, to take decision in the matter.
(2) Where any director is interested in any contract or arrangement with a related party, such director shall not participate in the meeting of the Audit Committee or the Board at which such contract or arrangement is considered. - Use of electronic records and electronic signature.—For the purposes of these rules, any requirement of—
(a) giving a notice in writing shall be satisfied if the same is given in the form of an electronic record as defined in the Information Technology Act, 2000 (21 of 2000);
(b) a person signing a notice shall be satisfied if he affixes thereon his electronic signature as defined in the Information Technology Act, 2000 (21 of 2000).
SCHEDULE
Form 1
[See sub-rule (1) of rule 6]
INTEREST DISCLOSURE FORM
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