Board & Committees

Audit Committee

In line with the statutory provisions of Listing Agreement entered into with Stock Exchanges and as a measure of good Corporate Governance with a view to provide assistance to the Board in fulfilling its oversight responsibilities, an Audit Committee of the Directors was constituted. Majority of the Members of the Committee are Independent Directors and every Member has sound experience in the financial sector. The Company Secretary acts as Secretary to the Committee.

Functions and Terms of Reference

The term of reference of Audit Committee are as per Listing Agreement with the Stock Exchanges and includes such other functions as may be assigned to it by the Board from time to time. Further, the term of reference of the Audit Committee has been aligned with the requirements of the Companies Act, 2013.

The main functions of the Audit Committee, inter-alia, include:

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Review and monitor the auditor`s independence and performance, and effectiveness of audit process;
• Approval/ Ratification of other services as may be required to be availed from auditors of the Company;
• Examination of the financial statement and auditors` report thereon;
• Approval or any subsequent modification of transaction of the company with related parties;
• Scrutiny of inter-corporate loans and investments, if any;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Monitoring the end use of fund raised through public offers and related matters
• Such other functions/areas/term as desired/referred by the Board from time to time or required under applicable law/Listing Agreement for time being in force

The Audit Committee also reviews adequacy of disclosures and compliance with all relevant laws. In addition to these, in compliance with requirements of Clause 49 the Listing Agreement, the Audit Committee reviews the operations of subsidiary Companies viz., its financial statements to grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm’s length pricing basis and to review and approve such transactions subject to the approval of the Board, statement of investments and minutes of meeting of its Board.

The Audit Committee presently comprises of the following members:

Stakeholders Relationship Committee

In compliance with Section 178 of the Companies Act, 2013, during the financial year 2014-15, the Board had renamed the Share Transfer and Investors Grievance Committee as ‘Stakeholder Relationship Committee’. As a measure of good Corporate Governance and focusing on strengthening the relation with the stakeholders, the Board has formed Stakeholders Relationship Committee. The Stakeholders Relationship Committee ensures that all commitment to security holders and investors are met and thus strengthen their relationship with the Company.

The members of the Stakeholders Relationship Committee are as follows:

Functions and Terms of Reference

The functioning and broad terms of reference of the Stakeholders Relationship Committee of the Company are as under:

• to consider and resolve the grievances of security holders of the Company
• to review important circulars issued by SEBI/Stock Exchanges.
• to take note of the Compliance of Corporate Governance during the quarter/year

The Committee has been constituted to specifically look into the Investors’ complaints and to redress the same expediently. There were no complaints pending as on 31st March, 2022.

The Company has appointed M/s. Link Intime India Private Limited as Share Transfer Agent, to look after the Shareholders correspondence, share transfers, transmissions, transpositions, to prepare shareholding pattern, which are approved by the Committee. The Company has connectivity with NSDL & CDSL for Dematerialization of Shares.

The Compliance Officer in terms of the requirement of the stock exchange who liaises with and monitors the activities of the Share Transfer Agent.

Nomination & Remuneration Committee

In compliance with the requirements of the Cluause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013 during the financial year 2014-15, the Board renamed the existing Remuneration Committee as ‘Nomination and Remuneration Committee. The Nomination and Remuneration Committee of the Company is constituted to identify persons who are qualified to become directors and who may be appointed in senior management and to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and to carry out evaluation of every director`s performance. The Nomination and Remuneration Committee of the Company is also entrusted to frame policies and systems for Employees Stock Option Plans and to formulate and administer the Company`s Employees Stock Option Plans
from time to time.

The remuneration policy of the Company is aimed to reward performance, based on review of achievements on a regular basis.

The members of Remuneration/Compensation Committee are:

Functions and Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee of the Company are as follows:

• • To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

• • To carry out evaluation of every directors performance;
  • To formulate the criteria for determining qualifications, positive attribute and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The Committee while formulating the policy shall ensure that

• • Ensure the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully

• • Ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmark
  • Formulate policy with regard to Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

• • To recommend the Board, the remuneration (including any modification therein) payable to the Managing Director or Whole-time Director or Manager of the Company

• Such other functions/area/term as desired/referred by the Board from time to time or required under applicable law /listing agreement, for time being in force.

Risk Management Committee

The Risk Management Committee presently comprises of the following members:

Corporate Social Responsibility (CSR) Committee

This Committee is formed for formulating and monitoring the corporate social responsibility policy of the company, which include inter-alia activities to be under taken by the company, monitoring the implementation of the framework of the policy and recomonding the amount to be spent on CSR activities. The CSR Committee presently comprises of the following members: