Board-Approved Authorization Matrix
Board-Approved Authorization Matrix, Related-Party Transaction Approval Process and Investor Reporting Schedule
1. Board-Approved Authorization Matrix
Talkfever Social Media Limited may maintain a board-approved authorization matrix for receipt, control, approval and utilization of investment funds, share application money, equity allotment money, rights issue money, private placement money and other capital-related funds.
The authorization matrix may define:
- Who can approve investor communication
- Who can approve offer documents or application process
- Who can approve bank account details for investment receipt
- Who can verify investment payments
- Who can approve refunds
- Who can approve fund utilization
- Who can approve vendor payments
- Who can approve related-party transactions
- Who can approve statutory filings
- Who can communicate with investors
- Who can sign investor-related documents
- Who can authorize allotment-related records
- Who can approve changes in fund utilization objects
The authorization matrix shall be approved by the Board of Directors or such competent authority as permitted under applicable law and company policy.
2. Suggested Authorization Matrix
The following authorization matrix may be adopted or modified by the Board:
| Activity / Decision Area | Recommended Approval Authority | Supporting Review / Verification |
|---|---|---|
| Opening or designating investment receipt bank account | Board of Directors / Authorized Committee | CFO / Finance Head / Company Secretary |
| Issuing official investment payment instructions | Authorized Director / Company Secretary / Compliance Officer | Investor Relations + Finance verification |
| Investor EOI review | Investor Relations Team / Authorized Officer | Compliance review, where required |
| KYC and investor verification | Compliance Officer / Authorized Officer | Legal / CS / Finance support |
| Share application money receipt verification | Finance Head / Authorized Signatory | Bank reconciliation |
| Approval of offer/application documents | Board / Authorized Committee | Company Secretary / Legal Advisor |
| Final equity allotment approval | Board of Directors | Company Secretary / RTA / Depository support |
| Statutory filings relating to allotment | Company Secretary / Authorized Professional | Board-approved records |
| Routine business expenses from investment funds | Department Head + Finance Head | Budget and invoice verification |
| Material fund utilization | Managing Director / Authorized Director / Board Committee | Finance and compliance review |
| High-value expenditure above board-approved threshold | Board / Authorized Committee | Finance note + business justification |
| Vendor payment approval | Department Head + Finance Head / Authorized Signatory | Invoice, PO, agreement and tax review |
| Refund of rejected / duplicate / excess official payment | Finance Head + Compliance Officer | Bank verification + application status |
| Related-party transaction review | Audit Committee / Board, where applicable | Disclosure, valuation, arm's length review |
| Investor reporting approval | Authorized Director / Company Secretary | Finance / IR / Compliance inputs |
| Change in disclosed use of funds | Board / Shareholder approval, where required | Legal / CS / CA review |
The Company may define monetary thresholds separately through a board-approved delegation of authority.
3. Suggested Monetary Approval Thresholds
Subject to Board approval, Talkfever may define monetary approval limits for utilization of investment funds.
| Transaction Value | Suggested Approval Authority |
|---|---|
| Up to ₹1,00,000 | Department Head + Finance Review |
| Above ₹1,00,000 and up to ₹10,00,000 | Authorized Director / Finance Head |
| Above ₹10,00,000 and up to ₹50,00,000 | Managing Director / Whole-Time Director / Authorized Committee |
| Above ₹50,00,000 | Board of Directors / Board-Authorized Committee |
| Any related-party transaction | As per Related-Party Transaction approval process |
| Any change in stated object of fund utilization | Board approval and shareholder approval where legally required |
These thresholds are indicative and should be finalized by the Board based on company size, internal controls, statutory requirements and professional advice.
4. Controls Before Fund Utilization
Before investment funds are used, the Company may ensure:
- Expense is connected with lawful company business
- Expense is aligned with disclosed fund utilization objects
- Expense is approved by competent authority
- Vendor or recipient is verified
- Invoice, agreement, PO or supporting document is available
- Tax, GST, TDS and accounting treatment are reviewed
- Payment is made only through official banking channels
- Payment is not made to personal or unauthorized accounts
- Related-party checks are completed
- Budget availability is verified
- Proper accounting entry is passed
- Bank reconciliation and audit trail are maintained
5. Related-Party Transaction Approval Process
A related-party transaction means any transaction with a related party as defined under applicable law, accounting standards, Companies Act provisions, company policy or board-approved governance framework.
Related-party transactions may include:
- Purchase or sale of goods or services
- Lease or rent arrangement
- Consultancy or professional service arrangement
- Technology or vendor contract
- Loan, advance or financial arrangement
- Use of company assets
- Reimbursement arrangement
- Employment or compensation arrangement involving related persons
- Any transaction that may create direct or indirect benefit to a related party
The Company shall ensure that related-party transactions are not used for diversion, misuse or unauthorized personal benefit from investment funds.
6. Related-Party Identification
Before approving any transaction, the Company may conduct a related-party check including:
- Name of vendor / service provider / recipient
- Ownership and beneficial ownership review
- Relationship with director, promoter, key managerial personnel or senior management
- Common control or influence
- Family relationship, where applicable
- Existing contracts or financial relationship
- Conflict of interest declaration
- PAN / GST / company registration verification
- Board disclosure records
7. Approval Process for Related-Party Transactions
Step 1: Disclosure - The concerned director, officer, employee, vendor or internal team must disclose any related-party relationship or possible conflict of interest.
Step 2: Business Justification - The transaction owner must provide a written business justification explaining purpose, nature, commercial benefit, proposed amount, duration and vendor selection basis.
Step 3: Arm's Length Review - The Company may review whether the transaction is on arm's length terms by checking comparable market price, third-party quotations, independent valuation and commercial reasonableness.
Step 4: Compliance Review - The Company Secretary / Compliance Officer / legal advisor may review whether the transaction requires Board approval, Audit Committee approval, shareholder approval, disclosure in financial statements, or any regulatory filing.
Step 5: Approval by Competent Authority - Depending on applicable law, transaction value and company policy, approval may be required from the Audit Committee, Board of Directors, Shareholders or other competent authority.
Step 6: Documentation - The Company should maintain disclosure notes, approval records, valuation comparisons, agreements, invoices and statutory register entries.
Step 7: Monitoring - Approved related-party transactions may be reviewed periodically for continued business need, delivery performance, pricing fairness and compliance.
8. Prohibited Related-Party Conduct
Related-party transactions must not be used for:
- Personal diversion of investor funds
- Inflated invoices
- Fake vendor payments
- Undisclosed personal benefit
- Unauthorized loans or advances
- Circular transactions
- Conflict of interest concealment
- Transactions prohibited by law
Violation may result in cancellation of transaction, recovery of funds, disciplinary action, civil action, criminal complaint or regulatory reporting where required.
9. Investor Reporting Schedule
Talkfever may provide structured investor communication to promote transparency and confidence while protecting confidential and commercially sensitive information.
10. Suggested Investor Reporting Frequency
| Report / Communication Type | Suggested Frequency | Approval / Review |
|---|---|---|
| Investor portal business update | Monthly or quarterly | Investor Relations + Authorized Director |
| Fund utilization summary | Quarterly or half-yearly | Finance Head + Authorized Director |
| Broad milestone update | Monthly / quarterly | Investor Relations |
| Financial performance update | Quarterly / half-yearly / annually | Finance + Board-approved disclosure |
| Statutory financial statements | Annually | Board + Auditor |
| Shareholder communication | As required under law | Company Secretary |
| Rights issue / allotment update | As per official process | Company Secretary + Board records |
| Refund / application status update | As applicable | Finance + Compliance |
| Material corporate development | As decided by Board | Board / Authorized Director |
| Investor event communication | Before and after event | Investor Relations |
| Grievance status update | As per grievance process | Grievance Officer / Compliance |
11. Suggested Fund Utilization Reporting Format
A fund utilization report may include opening balance, funds received, allotment/refund status, funds utilized, broad category of utilization, closing balance and key business use areas.
Suggested fund utilization categories:
- Technology and platform development
- Cloud, hosting and cybersecurity
- Product and engineering
- Creator-led GTM and growth
- Marketing and brand building
- Team and talent
- Legal, audit, compliance and secretarial
- Investor relations and shareholder communication
- Office, administration and operations
- Marketplace, media, ad-tech and video vertical expansion
- Other board-approved business purposes
12. Investor Reporting Disclaimer
Investor reports, updates or fund utilization summaries are prepared for general transparency and communication. Such reporting should not be treated as investment advice, guaranteed performance statement, audited financial statement (unless expressly stated), promise of future growth, guarantee of dividend, return, exit, or public offer document.
13. Material Change Reporting
Talkfever may communicate material changes to investors where legally required or considered appropriate by the Company. Material changes may include change in investment process, change in issue structure, change in disclosed use of funds, significant corporate action, major legal or compliance event, major change in business strategy, event postponement or cancellation, withdrawal or closure of investment process, change in official payment channel, or fraud warning or security notice.
14. Confidentiality and Disclosure Limits
The Company may not disclose information that is confidential, commercially sensitive, legally privileged, under negotiation, related to third-party confidential arrangements, related to cybersecurity risk, related to internal HR, vendor or operational matters, restricted by law, contract or Board decision, or likely to harm Company interests if publicly disclosed. Investor transparency shall be balanced with business protection and legal compliance.
15. Record Keeping
The Company may maintain records relating to the authorization matrix, board approvals, fund utilization approvals, vendor approvals, related-party transaction disclosures, investor reporting records, investor communication, refund records, payment verification, statutory filings, audit records, shareholder communication and grievance records. Records shall be maintained according to applicable law, internal policy, accounting requirements and audit requirements.
16. Review and Update
The Board or authorized committee may review this authorization matrix, related-party transaction approval process and investor reporting schedule periodically. The review may consider company growth stage, fundraising status, investor expectations, legal requirements, audit observations, internal control needs, risk management, governance improvement and operational requirements.