The Board has appointed various committees to assist it in discharging its responsibilities. The Board may constitute new committees or dissolve any existing committee as it deems necessary for the discharge of its responsibilities.
The Company has three Board-level Committees-Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

AUDIT COMMITTEE

Objective

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Company's risk management policies.
The Audit Committee comprises of four Directors out of which three are independent directors and one non-executive director.

 

S No	Name of the Committee Members	Designation in the Committee	Designation in the Board
1.	Ms. Nilu Nigania	Chairperson	Independent, Non- Executive Director
2.	Mr. Mukesh Agarwal	Member	Independent, Non- Executive Director
4.	Ms. Shikha Jaiswal	Member	Independent, Non-Executive Director

 

Terms of Reference of the Committee:

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommend appointment, remuneration and terms of appointment of auditors, including cost auditors, of the Company;
• Approval of payment to statutory auditors, including cost auditors, for any other services rendered by them;
• Review with the management, the annual financial statements and auditor's report thereon before submission to the Board for its approval, with particular reference to:
a) matters required to be included in the Directors’ responsibility statement to be included in the Board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgement by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) modified opinion(s) in the draft audit report.
• Review with the management, the quarterly financial statements before submission to the Board for approval;
• Review with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Review and monitor the auditor's independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions with related parties of the Company;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
a) Review with the management, performance of statutory and internal auditors.
b) Review with the management adequacy of the internal control systems.
• Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discuss with internal auditors of any significant findings and follow-up thereon;
• Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;
• Look into the reasons for substantial defaults, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• Review the functioning of the Whistle Blower mechanism / oversee the vigil mechanism;
• Approval of appointment of Chief Financial Officer after assessing qualifications, experience and background, etc. of the candidate;
• Mandatorily review the following:
a) Management Discussion and Analysis of financial condition and results of operations;
b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses;
e) Appointment, removal and terms of remuneration of the chief internal auditor
f)Statement of deviations:
a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations);
b) annual statement of funds utilised for purpose other than those stated in the offer document / prospectus in terms of Regulation 32(7) of the Listing Regulations;
Carry out any other functions as mentioned in the terms of reference to audit committee.

NOMINATION & REMUNERATION COMMITTEE

The Company has Nomination & Remuneration Committee comprising of four Directors out of which three are independent directors and one is non-executive director.

 

S No	Name of the Committee Members	Designation in the Committee	Designation in the Board
1.	Mr. Mukesh Agarwal	Chairman	Independent, Non- Executive Director
2.	Ms. Nilu Nigania	Member	Independent, Non- Executive Director
4.	Ms. Shikha Jaiswal	Member	Independent, Non-Executive Director

Terms of Reference of the Committee:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of performance of independent directors and the board of directors;
• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
Carry out any other functions as mentioned in the terms of reference to nomination and remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has Stakeholders Relationship Committee comprising of four Directors out of which three are independent directors and one is non-executive director.

S No	Name of the Committee Members	Designation in the Committee	Designation in the Board
1.	Mr. Mukesh Agarwal	Chairman	Independent, Non- Executive Director
2.	Ms. Nilu Nigania	Member	Independent, Non- Executive Director
4.	Ms. Shikha Jaiswal	Member	Independent, Non-Executive Director

Terms of Reference of the Committee:

• Oversee and review all matters connected with transfer of Company’s securities;
• Approve issue of duplicate shares / debentures certificates;
• Oversee the performance of the Company’s Registrars and Transfer Agents;
• Consider, resolve and monitor various aspects of interest of shareholders, debenture holders and other security holders including the redressal of investors’ / shareholders’ / security holders’ grievances related to transfer / transmission of securities, non-receipt of annual reports, issue new / duplicate certificates, general meetings and so on.
Carry out any other functions as mentioned in the terms of reference to stakeholders relationship Committee.