Investors

AUDIT COMMITTEE

Composition

Terms of Reference

Ms. Shweta Umesh Kumar Sinha

(Chairperson)                 

Mr. Somendra Kumar Agarwal

(Member)                      

Mr. Alok Krishna Agarwal

(Member)

The functions of the audit committee include:

1. 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.
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 and also payment for other services.
3. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a.      Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms 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.     Qualifications in the draft audit report.

h.     Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

    iv.         Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

5. 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.
6. Discussion with internal auditors any significant findings and follow up there on.
7. 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.
8. 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.
9. To look into the reasons for substantial defaults in the payment to shareholders (in case of non-payment of declared dividends) and creditors.

      x.         To review the functioning of the Whistle Blower mechanism

NOMINATION AND REMUNERATION COMMITTEE

Composition

Terms of Reference

Mr. Somendra Kumar Agarwal      

(Chairman)

Ms. Shweta Umesh Kumar Sinha

(Member)

Mr. Mast Ram Tek Chand Bhardwaj

(Member)

The terms of reference of the remuneration committee are as under:

       i.         Meetings of the committee shall be held whenever matters pertaining to the remuneration payable, including any revisions in remuneration payable to Executive/ Non-Executive Directors/ relative to directors

      ii.         Payment of remuneration shall be approved by a resolution passed by the Remuneration Committee

    iii.         All information about the Directors/Managing Director/whole time Directors. i.e. background details, past remuneration, recognition or awards, job profile shall be considered and disclosed to shareholders

     iv.         The Committee shall take into consideration and ensure the compliance of provisions under the Companies Act, 2013 for appointing and fixing remuneration of Managing Director/ Whole time Directors.

      v.         While approving the remuneration, the committee shall take into account financial position of the Company, Trend in the industry, qualification, experience and past performance of the appointee.

     vi.         The Committee shall be in position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and the shareholders.

STAKEHOLDER RELATIONSHIP COMMITTEE

Composition

Terms of Reference

Mr. Alok Krishna Agarwal

(Chairman)

Mr. Mast Ram Tek Chand Bhardwaj

(Member)

Mr. Syed Fiyaz Ahmed

(Member)

i. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non- receipt of annual report, non- receipt of declared dividends, etc.
ii. Review of measures taken for effective exercise of voting rights by shareholders.
iii. Review of adherence to the service standard adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.