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Board Committees



The Company has three Board-level Committees-Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The same were re-constituted at the meeting of the Board of Directors of the Company held on 30 th day of May, 2018.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors out of which two 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

Chairman

Independent, Non-
Executive Director

2.

Mr. Mukesh Agarwal

Member

Independent, Non-
Executive Director

3.

Mr. Manoj Goel

Member

Non-Executive Director

 


Ms. Neha Sharma, Company Secretary of the Company is the secretary to the committee.

All the Members of the Audit Committee have accounting and financial management expertise. The Chairman of the Audit Committee attends the Annual General Meetings of the Company to answer shareholders queries.
Vigil Mechanism:The Company has established Vigil Mechanism for Directors and Employees to report genuine concerns. The Mechanism is providing adequate safeguards against victimization of persons who use such mechanism and there is provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take suitable action against the concerned director or employee.
Terms of reference of Audit Committee are as under:
Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
(a) Matters required to be included in the director’s 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 judgment 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;

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, 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 utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the listed entity with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the listed entity, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing 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;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing 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;
Discussion 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;
To 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;
To review the functioning of the whistle blower mechanism;
approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
Carrying out any other function as is mentioned in the terms of reference of the audit committee.
AIL has systems & procedures in place to ensure that the audit committee mandatorily reviews the following information:

(1) management discussion and analysis of financial condition and results of operations;
(2) statement of significant related party transactions (as defined by the audit committee), submitted by management;
(3) management letters / letters of internal control weaknesses issued by the statutory auditors;
(4) internal audit reports relating to internal control weaknesses; and
(5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(6) 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).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).

NOMINATION & REMUNERATION COMMITTEE

The Company has Nomination & Remuneration Committee comprising of three Directors out of which two are independent directors and one 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

3.

Mr. Manoj Goel

Member

Non-Executive Director




The Chairman of the Nomination & Remuneration Committee attends the Annual General Meetings of the Company to answer shareholders queries
Ms. Neha Sharma, Company Secretary of the Company is the secretary to the committee.
Terms of reference of the Nomination & Remuneration Committee are as under:

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.

STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has Stakeholders Relationship Committee comprising of three Directors out of which two are independent directors and one 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

3.

Mr. Manoj Goel

Member

Non-Executive Director




The Chairman of the Stakeholders Relationship Committee attends the Annual General Meetings of the Company to answer shareholders queries.
Ms. Neha Sharma, Company Secretary of the Company is the secretary to the committee.
Terms of reference of the Stakeholders Relationship Committee are as under:
Noting transfer/transmission of shares;
Review of dematerialized/rematerialized shares and all other related matter;
Monitors expeditious redressal of queries/complaints received from members relating to non-receipt of annual report and non-receipt of declared dividends;
Any other power specifically assigned by the Board of Directors of the Company.

Registered Office

J.L. No. 5, National Highway No. 6, Mouza Chamrail,Howrah-– 711 114, West Bengal

Phone No: +91 3212 246 121



Corporate Office / Complaince Office

Paridhan Park 19, Canal South Road, SDF-V, Block-E, Module-503, Kolkata- 15

Phone No: 033 2251 0128, 033 2323 0052/62

Website: www.aanchalispat.com

Email: info@aanchalispat.com