Company Committee

Composition of Audit Committee:

Name of the Director Status Nature of Directorship
Jagmohan Singh Chairman Non-Executive & Independent Director
Sahiel Khurana Member Non-Executive & Independent Director
Raman Bhatia Member Managing Director

Role of the Audit Committee:

  1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
  2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
  3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
  4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
    • 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.
    • Changes, if any, in accounting policies and practices and reasons for the same.
    • Major accounting entries involving estimates based on the exercise of judgment by management.
    • Significant adjustments made in the financial statements arising out of audit findings.
    • Compliance with listing and other legal requirements relating to financial statements.
    • Disclosure of any related party transactions.
    • Modified opinion(s) in the draft audit report.
  5. Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.
  6. 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.
  7. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.
  8. Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.
  9. Scrutiny of inter-corporate loans and investments.
  10. Valuation of undertakings or assets of the Company, wherever it is necessary.
  11. Evaluation of internal financial controls and risk management systems.
  12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
  13. 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.
  14. Discussion with internal auditors on any significant findings and follow up there on.
  15. 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.
  16. 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.
  17. 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.
  18. To review the functioning of the Whistle Blower mechanism, in case the same exists.
  19. Approval of appointment of Chief Financial Officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.
  20. To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated frivolous complaints against any Director or Employee.
  21. Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review 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.
  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:
  7. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
  8. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

 

Powers of the Audit Committee:

  • Investigating any activity within its terms of reference;
  • Seeking information from any employee;
  • Obtaining outside legal or other professional advice; and
  • Securing attendance of outsiders with relevant expertise, if it considers necessary.

 

Composition of Nomination and Remuneration Committee

Name of the Director Status Nature of Directorship
Sahiel Khurana Chairman Non-Executive & Independent Director
Pankaj Dawar Member Non-Executive & Independent Director
Jagmohan Singh Member Non-Executive & Independent Director

 

Role of Nomination and Remuneration Committee are:

  1. 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.
  2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
  3. Devising a policy on diversity of Board of Directors.
  4. 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.
  5. 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.
  6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

 

 Composition of Stakeholders Relationship Committee

Name of the Director Status Nature of Directorship
Pankaj Dawar Chairman Non-Executive & Independent Director
Raman Bhatia Member Managing Director
Sarika Bhatia Member Director

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Stakeholders Relationship Committee include the following:

  1. Redressal of shareholders’/investors’ complaints.
  2. Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;
  3. Issue of duplicate certificates and new certificates on split/consolidation/renewal.
  4. Non-receipt of declared dividends, balance sheets of the Company.
  5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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