PREAMBLE

The Reserve Bank of India (“RBI”) vide its Directions dated November 09, 2017 bearing reference number RBI/2017-18/87 DNBR.PD.CC.No.090/03.10.001/2017-18 (as may be amended from time to time) provides that all non-banking financial companies are required to frame a must put in place a comprehensive Board approved code for managing risks and code of conduct in outsourcing of financial services by NBFCs. All non-banking financial companies are mandated to take steps to implement the provisions of the Act and Rules, including operational instructions issued in pursuance of such amendments. In compliance with the aforesaid RBI Direction, Progfin Private Limited (Formerly known as Hytone Holdings Private Limited) (hereinafter referred to as the “Company”) has adopted this code of conduct for DSA/s, DMA/s and CRA/s (hereinafter collectively referred to as the “Service Providers”) at the meeting of the board of the Company convened on 27th September 2022 (“Code”) broadly outlining the Company’s approach to ensure compliance with this code prior to undertaking any direct marketing operations on behalf of the Company.

SCOPE AND APPLICABILITY

The code will apply to all persons involved in marketing and distribution of any loan or other financial product of Progfin Private Limited (Formerly known as Hytone Holdings Private Limited). The DSAs / DMAs / CRAs and their employees / representatives must agree to abide by this code prior to undertaking any direct marketing operations on behalf of the Company. Any employees / representatives of the DSAs / DMAs / CRAs found to be violating this code may be blacklisted and such action taken will be reported to the Company from time to time by the DSAs / DMAs / CRAs (as may be applicable).
The Company may consider termination or permanent blacklisting of DSAs / DMAs / CRAs who fail to comply with this requirement. A declaration to be obtained from employees / representatives by the DSAs / DMAs / CRAs before assigning them their duties is annexed in Annexure-1 to this Code.

ENFORCEMENT AUTHORITY

The effective implementation of this Policy and all associated procedures rests with the Board of the Company.
TELE – CALLING A PROSPECTIVE CUSTOMER
The Company shall not engage any telemarketers (DSAs or DMAs) who does not have valid registration certificate from Department of Telecommunications (“DOT”). The Company will submit the list of registered Telemarketers along with the registered telephone numbers to Telecom Regulatory Authority of India (“TRAI”).
1. A prospective customer may be contacted for sourcing an Progfin Private Limited(Formerly known as Hytone Holdings Private Limited) product or Progfin Private Limited(Formerly known as Hytone Holdings Private Limited) related product only under the following circumstances:
1.1. When a prospective customer desires to acquire a financial product through the Company’s website / call centre / branch or has been referred by another customer / prospective customer or is an existing customer of the Company who has given consent for accepting calls on other products of the Company.
1.2. When the prospective customer’s name / telephone number / address is available and obtained after taking his / her consent. The employees / representatives of the DSAs / DMAs should not call a person whose name / number is flagged in any “do not call” list made available to him / her.

WHEN TO CONTACT A PROSPECTIVE CUSTOMER ON TELEPHONE

Telephonic contact must normally be limited between 09.30 Hours and 1900 Hours. However, it may be ensured that a prospective customer is contacted only when the call is not expected to inconvenience him / her. Calls earlier or later than the prescribed time period may be placed only under the following conditions:
1. When the prospective customer has expressly authorized the DSAs / DMAs and its employees / representatives to do so either orally or in writing.
2. Residence / business / office address visit must normally be limited between 09.30 hours and 19.00 hours. Any deviation should be approved by customer in oral or in writing.

RESPECT PROSPECTIVE CUSTOMER’S PRIVACY

DSAs / DMAs / CRAs and / or their respective employees will respect the prospective customer’s privacy and his / her interest may normally be discussed only with him / her and with any other individual / family member such as prospect’s accountant / secretary / spouse only when authorised to do so by the prospective customer.

LEAVING MESSAGES

Calls must first be placed to the prospective customer. If the prospective customer is not available, a message may be left for him / her. The aim of the message should be to get the prospective customer to return the call or to check for a convenient time to call again.
Ordinarily, such messages may be restricted to:
“Please leave a message that ******** (name of officer) representing Progfin Private Limited(Formerly known as Hytone Holdings Private Limited) called and requested to call back at ********** (phone number)”.
As a general rule, the message must indicate that the purpose of the call is regarding selling or distributing a product of the Company.
NO MISLEADING STATEMENTS / MISREPRESENTATIONS PERMITTED
DSAs / DMAs / CRAs and / or their respective employees / representatives shall not:
i. Mislead the prospective customer on any service / product offered by the Company;
ii. Mislead the prospect about their business or organization’s name, or falsely represent themselves;
iii. Make any false / unauthorised commitment on behalf of the Company for any facility / loan / service.

TELEMARKETING ETIQUETTE

a) Pre Call
i. No calls prior to 09.30 Hours or post 1900 Hours unless specifically requested.
ii. No serial dialing.
iii. No calling on lists unless list is cleared by the team leader.
b) During Call
i. Identify yourself, your company and your principal.
ii. Request permission to proceed.
iii. If denied permission, apologise and politely disconnect.
iv. State reason for your call.
v. Always offer to call back on landline, if call is made to a cell number.
vi. Never interrupt or argue.
vii. To the extent possible, talk in the language which is most comfortable to the prospective customer.
viii. Keep the conversation limited to business matters.
ix. Check for understanding of “Most Important Terms and Conditions” by the customer if he plans to buy the product.
x. Reconfirm next call or next visit details.
xi. Provide your telephone number, your supervisor’s name or the Company’s officer’s contact details if asked for by the customer.
xii. Thank the customer for his /her time.
c) Post Call
i. Customers who have expressed their lack of interest for the offering should not be called for the next 3 (three) months with the same offer.
ii. Provide feedback to the Company on customers who have expressed their desire to be flagged “Do Not Call”.
iii. Never call or entertain calls from customers regarding products already sold.
iv. Advise them to contact the Customer Service Staff of the Company.

GIFTS OR BRIBES

Employees / representatives of the DSAs, the DMAs or of the CRAs must not accept gifts from prospective customers or bribes of any kind. Any employee / representative of the DSAs / DMAs / CRAs, who is offered a bribe or payment of any kind by a customer, must report the offer to his / her management.

PRECAUTIONS TO BE TAKEN ON VISITS / CONTACTS

Employees / representatives of DSAs / DMAs / CRAs will:
i. respect personal space and maintain adequate distance from the prospective customer;
ii. not enter the prospective customer’s residence / office against his / her wishes;
iii. not visit in large numbers, i.e. not more than 1 (one) employee / representative of the DSA / DMA / CRA (as the case may be) and one supervisor, if required;
iv. respect the prospective customer’s privacy;
v. if the prospective customer is not present and only family members /office persons are present at the time of the visit, he /she should end the visit with a request for the prospective customer to call back;
vi. provide his /her telephone number, name of the supervisor or the concerned officer of the Company and contact details, if asked for by the customer; and
vii. limit discussions with the prospective customer to the business and maintain a professional distance.

OTHER IMPORTANT ASPECTS - APPEARANCE & DRESS CODE

Employees / representatives of DSAs / DMAs / CRAs must be appropriately dressed.

HANDLING OF LETTERS & OTHER COMMUNICATION

Any communication sent to the prospective customer should be only in the mode and format, as approved by the Company.

QUALIFICATION FOR DSAs / DMAs / CRAs

There is no specific qualification prescribed, however before engaging the DSAs / DMAs / CRAs the Company shall ensure that Partnership Deed, Memorandum of Association or any other document evidencing the constitution proof the entity shall contain as one of its main objects as soliciting or procuring DSA / DMA/ CRA business.

EMPANELEMENT OF DSA / DMA / CRA

DSA / DMA seeking empanelment / engagement with Company shall submit the application for empanelment in the illustrative format enclosed as Annexure-2.

CODE OF CONDUCT FOR COLLECTION RECOVERY AGENTS (“CRAs”)

The collection recovery agents engaged by the Company must adhere to the below-mentioned guidelines in the course of performing their duty as a collection recovery agent:
Contact with customer
a) Customer should be contacted at an appropriate time;
b) Customer should be contacted ordinarily at the place of his/ her choice and in the absence of any specified place at the place of his/ her residence and if unavailable at his/ her residence, at the place of business/ occupation;
c) Maintain a log of all calls made to the delinquent/defaulted customers along with a brief note on the outcome of the call;
d) Not make a demand for payment of an account by telephone, personal call or in writing, without indicating the name of the Company to whom the debt is owed, the balance of the account, and the identity and the basis of the claim of the person making the demand;
e) Not communicate with an employer, acquaintance, friend, relative or neighbour of the customer for matters dealing with such recovery;
f) Customer privacy should be respected;
g) Not disclose or threaten to disclose information about a debt which, with valid reason, is disputed by the customer, without disclosing the fact that the customer disputes such debt;
h) Not disclose or threaten to disclose information which could adversely affect the customer’s reputation for creditworthiness, when they know or have reason to suspect that the information is false;
i) Not initiate or threaten to initiate communication with the customer’s employer prior to obtaining final judgment against the customer, in order to exert pressure on the customer. This does not prohibit the CRA and its employees/ representatives from communicating with the customer’s employer solely to verify employment status or earnings or where an employer has an established debt counselling service or procedure;
j) Not give, or threaten to give, by implication, inference or statement, to the person who employs a customer, his or her spouse or any member of his or her family, information that may adversely affect the employment or employment opportunities of the customer, his or her spouse, or any member of his or her family;
k) Interaction with the customer should be in a polite and civilized manner;
l) Customer request to avoid calls at a particular time or at a particular place should be honored as far as possible;
m) Customer should be provided with the information regarding his dues;
n) Reasonable notice would be given before repossession of security and its realization;
o) All assistance should be given to resolve disputes or differences in a mutually acceptable and in normal manner;
p) During visit to the customer’s place for collection of dues, decency and decorum should be maintained;
q) Inappropriate occasions such as bereavement in the family or such other calamitous occasions should be avoided for making calls/ visits to collect dues;
r) Not use obscene, defamatory, abusive, or threatening language while communicating with the Customer or persons related to him/her or resort to intimidation or harassment of any kind, either verbal or physical, against any person in their debt collection efforts.
For the purpose of this Code, intimidation and harassment shall include acts intended to humiliate publicly or intrude on the privacy of the customer's family members, referees, and friends or make threatening and anonymous calls or make false and misleading representations.
s) Strictly avoid any appearance which may suggest any criminal intimidation or threat or violence.
t) A collection agent or its employee/s while collecting the amount due should not:
i. Resort to any false, deceptive or misleading representation;
ii. Falsely represent or imply that he/ she is connected with or affiliated with any governmental or judicial authority;
iii. Falsely represent the character, amount, or legal status of the debt;
iv. Abstain from using any identification which can lead to wrong representation.
u) Collection agents or their employees should be appropriately dressed and well-groomed.

PROFESSIONAL REPRESENTATIONS AND CONDUCT

The CRAs and their employees/representatives shall use their best efforts to ensure maximum recovery on all accounts. In the process of such debt recovery, the CRAs and their employees / representatives shall, at all times:
i. comply with all laws and regulations governing the conduct of debt collectors, commercial agents, and similar persons;
ii. not use any methods or tactics that are inconsistent with the policies of the Company nor should it harm the reputation of the Company. Should the CRAs and their employees/representatives have any doubt as to whether any method or tactic might contravene this, they shall consult the Company before employing such method or tactic and shall abide by any decision of the Company with respect thereto;
iii. not seek to secure the arrest or committal of any customer;
iv. not do anything that can give a right to any person for a civil liability for tort or criminal liability.

DO’S AND DONTS FOR COLLECTION RECOVERY AGENTS

Do's

Appearance

i. Well groomed

Dress Codes

i. Light coloured, well-ironed shirts, preferably buttoned down;
ii. Well ironed, creased trousers of dark shade;
iii. In winter, a coat/ plain pullover;

iv. Formal Shoes;

Belongings

i. Daily Collection Run Rate (“DCR”) Sheet;

ii. Receipt Book;
iii. Minimal Stationery;
iv. Code of Conduct – Identity Card;

Process / Product Discipline

Collection agent(s) will perform their role within the framework of the instructions issued to them in terms of process notes and specifics of collection action based on the product.

Maximize Effectiveness

Collection Agent/s will strive to maximize the effectiveness of the visitations by pre-visit preparation and result orientation in order to improve results. They shall document the result in visit/ action taken.

Proximity

Maintain a reasonable distance from the customer;

Don'ts

Ethics

Collection Agent/s should not make any verbal or written promises to customer without supervisor/Company approval on matters outside his/ her purview or any ad hoc settlement / product features.

Confidentiality

Information written or verbal shall not be divulged to any customer/ competitor/ any other person without proper authorisation (for eg: Photocopy of stat card, showing previous trails of customers).

Proximity

i. No physical contact with the customer;
ii. No obstruction to customer movement;
iii. No use of muscle power;

OUTSOURCING AGREEEMNT

The agreement executed with DSAs / DMAs / CRAs will be sufficiently flexible to allow the Company to retain appropriate level of control over the outsourcing firm. The agreement shall be in accordance with the Outsourcing Policy of the Company and will contain below key elements:
i. Activities to be performed;
ii. ability to access all books, records and information relevant to outsourced activity;
iii. continuous monitoring and assessment;
iv. Termination clause and minimum period to execute a termination;
v. Contingency plan to ensure business continuity;
vi. Prior approval for appointment of sub-contractors;
vii. Right to conduct audits / inspection and access to documents by internal and external auditors, RBI or persons authorized by RBI;
viii. Confidentiality of customer to be maintained;
ix. Preservation of documents.

MAINTENANCE OF DATABASE OF DSAs / DMAs / CRAs

The Company shall maintain up-to-date database of DSAs / DMAs / CRAs engaged / empanelled with them. The Company shall keep the inspection report of the inspection, whenever conducted in terms of the provisions of the agreement entered into with the DSA / DMA / CRA, and action taken report (“ATR”) thereon.

GENERAL

a) The Company may, on an annual basis, review the financial and operational condition of the service providers to assess their ability to continue to meet their outsourcing obligations. Such due diligence reviews, which can be based on all available information about the service provider could highlight any deterioration or breach in performance standards, confidentiality and security, and in business continuity preparedness. Management may fix the criteria’s/threshold/ parameters for review and monitoring.
b) The Company has in place a management structure to monitor and control its outsourcing activities. The Company may provide for in the outsourcing agreements with the service providers certain provisions to address monitoring and control of its outsourced activities.
c) Regular audits by either the internal auditors or external auditors of the Company may be carried to assess the adequacy of the risk management practices adopted in overseeing and managing the outsourcing arrangement, the Company’s compliance with its risk management framework and the requirements of this Code.
d) In the event of termination of the agreement for any reason, the Company may publicize it so as to ensure that the customers do not continue to deal with that service provider.
e) The Company shall constitute a grievance redressal mechanism within the company and give wide publicity about it through electronic and print media. The name and contact number of designated grievance redressal officer of the Company shall be made known and widely publicized. The designated officer would ensure that genuine grievances of customers are redressed promptly without involving delay. The Company’s grievance redressal machinery shall also deal with the issue relating to services provided by the outsourced agency. For details pertaining to grievance redressal mechanism, please refer to grievance redressal mechanism published on website of the Company.
f) No DSA / DMA / CRA shall be allowed to do fresh business on behalf of Company after termination of agreement until it is renewed.
g) No payment / fees / incentive of DSAs / DMAs / CRAs will be made in cash.
h) The lead shall be shared by the DSAs / DMAs in the illustrative format as prescribed in Annexure-3.
i) By virtue of contract / agreement, the DSA / DMA / CRA and its respective employees / representatives may have access to personal and business information of Company and / or Company’s customer. The DSA / DMA / CRA shall ensure the preservation and protection of the security and confidentiality of the customer information or data which are in the custody or possession.
j) The DSA / DMA / CRA and its employees / representatives should acknowledge that he / she / it has read this model Code of conduct and has fully understood all the terms and conditions mentioned herein and declare that the DSA / DMA / CRA shall agree to abide by the Code of conduct in letter and spirit.
k) The DSA / DMA / CRA shall report the fraud erring employees / representatives periodically to Company. Such employees / representatives shall be barred permanently for doing the business of DSA / DMA / CRA in future with the Company.
l) Where DSA / DMA / CRA is seeking of engagement / empanelment with the Company, it or / and its employees / representative will have to go through with training as organized by the Company. Management may decide upon the mode/manner/content of training. Company shall also maintain record of training provided by them.

LIABILITY AND COMPENSATION

The relevant Service Provider shall compensate the Company for any loss and/or damage caused to the Company as a consequence of any misconduct, illegal and/or criminal act or negligence on its part. In the event of such a claim, the Company shall be entitled to realize the same from future or outstanding payments due to the respective Service Provider(s).

USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION

i. The Service Providers shall at all times respect the confidentiality and privacy of any information supplied by a customer and shall be factual, truthful and tactful in using such information.
ii. The Service Providers shall respect the customer’s privacy. His / her interest may be discussed only with him / her and should only be discussed with any other individual / family member such as the customer’s accountant / secretary / spouse when authorised to do so by the customer.
iii. The Service Providers must not use or disclose confidential information for any purpose other than the purpose for which the confidential information was provided to the Service Provider as set forth in the appointment letter along with its annexures.
iv. The Service Providers must agree to implement appropriate measures designed to ensure the security and confidentiality of confidential information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, confidential information that could result in substantial harm or inconvenience to any customer of the Company or any of its subsidiaries, affiliates, or licensees.
v. On the termination of the service arrangement or agreement, the relevant Service Provider shall hand over or cause to be handed over all such confidential information and all other related materials in the Service Provider’s possession to the authorised representative of the Company.
vi. In the event of a breach or threatened breach by the relevant Service Provider of this clause, monetary damages may not be an adequate remedy; therefore, the Company shall be entitled to injunctive relief to restrain the respective Service Provider from any such breach, threatened or actual.
vii. The Service Providers shall never allow any personal emotion or any unfriendly feelings towards any customer to become evident in any dealings with such a customer, but shall at all times retain a professional approach, and shall be guided in all dealings by sound principles and procedures of debt collection and debt management.

REPORTING AND COMPLIANCES

The Service Providers shall provide the required information to the Company to enable the Company to assess the ability of the Service Provider to continue meeting its obligations.

EVENTS OF VIOLATION OF THE CODE

The following will construe as events of violation of the Code by the Service Providers:
i. The Company receives a written complaint from an aggrieved person or Customer with or without sufficient proof of violation of the Code, within 30 (thirty) calendar days of the violation.
ii. There is a report of violation of the Code during any internal or regulatory audit of the Company’s marketing, sales, or debt recovery process.
iii. Any such event, which, in the sole discretion of the Company is in violation of the provisions of this Code.

PUNITIVE ACTION ON VIOLATION OF THE CODE

In the event of violation of the Code, the Company will seek a written explanation from the concerned Service Provider and may, on its sole assessment, based on the seriousness and the extent of violation, take any one or more of the following actions:
i. Issue a written warning against the violation of the Code and seek details of control processes to be adopted by the Service Provider to avoid the recurrence of the violation;
ii. Seek a detailed explanation of the Customer complaint;
iii. Blacklist the erring employees of the relevant Service Provider;
iv. Permanently terminate the Service Provider with an advertisement in the newspaper informing the public that the said Service Provider has ceased to be a representative of the Company;
v. Seek from the violating Service Provider reimbursement of any expenses incurred by the Company and/or payment of penalties levied by any competent authority on the Company due to violation of the Code.
vi. Seek damages from the relevant Service Provider;
vii. Take necessary legal action against the relevant Service Provider;
viii. Do all such acts and/or deeds or exercise any such rights as may be available to the Company under the prevalent circumstances.

CODE VALIDITY AND REVIEW

This Code would be reviewed and updated at annual interval or earlier as considered necessary. Further, as and when RBI modifies the Direction for code for conduct of DSAs / DMAs and / or the CRAs in relation to outsourcing of financial services by NBFCs, the same will be incorporated in the Company’s Code and implemented from effective date of such directions. The Board will be intimated about such modification in the subsequent board meeting.

IMPLEMENTATION

This Code shall be effective from the date of adoption by the Board.

AMENDMENT

This Code shall be amended and/or restated and updated from time to time and such amendments and/or restatements and updations shall be effective from the date of adoption by the Board.