Committees of the Board
The Board of Directors of the Company has constituted three Committee viz, Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee. The minutes of the Committee Meetings are noted by the Board. The role and Composition of the aforesaid Committees, including the number of meetings held and the related attendance of the members are given below:
As on 31st March, 2018 the Audit Committee comprised of two Independent & one Executive Directors. Mr. Pradeep Kumar Agarwal is the Chairman and Mr. Rajeev Kothari & Mr. Jitendra Kumar Goyal are the other two members of the Committee. All the members of the Committee have accounting or related financial management expertise.
During the year under review, four meetings of the committee were held on 29.05.2017, 12.08.2017, 11.11.2017 and 08.02.2018.The composition of the committee and attendance at its meeting is given below:
|Name of the Director
||No. of Meetings Held
||No. of Meetings
|Mr. Pradeep Kumar Agarwal
||Chairman-Non-Executive Independent Director
|Mr. Rajeev Kothari
||Non-Independent Executive Director
|Mr. Jitendra Kumar Goyal
||Non-Executive Independent Director
The Committee acts as a link between the management, auditors and the Board of Directors of the Company and has full access to financial information.
Ms. Pooja Kalanouria, Company Secretary of the Company acts as the secretary to the Committee.
Function of the Committee include:
- Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient an credible;
- Recommendation for appointment, remuneration and terms of appointment of statutory auditors of the company;
- Approval of payment to statutory auditors for any other services rendered by them;
- Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
- 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;
- 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;
- Qualifications 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 utilisation 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 company with related parties;
- 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;
- Reviewing, with the management, performance of statutory auditor internal 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 Vigil Mechanism and Whistle Blower mechanism;
- Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) 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.
- Reviewing the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
- Management letters / letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses; and
- Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor.
NOMINATION & REMUNERATION COMMITTEE
In terms of the provisions of Section 178 of the Companies Act, 2013, the Board renamed the Committee from Remuneration Committee to Nomination and Remuneration Committee at the Board Meeting held on 09.05.2014.
The Criteria for evaluation of performance of Independent Directors has been formulated by the Committee.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the Committee was re-constituted . As on 31.03.2018 it constituted of Mr. Jitendra Kumar Goyal, Chairman- Non-executive- Independent Director and Mr. Pradeep Kumar Agarwal, Non-Executive – Independent Director. During the year under review meeting of the Committee were held on 06th April, 2017 and 08th February, 2018 which was attended by all the members of the committee.
Function of the Committee include:
- Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to remuneration of the Directors, Key Managerial Personnel and other employees;
- Formulation of criteria for evaluation of Independent Directors and the Board;
- Devising a policy on Board diversity;
- Identifying persons who are qualified to become a Director and who may be appointed in senior management;
- To decide on extension or continuation of terms of the independent director, on the basis of the report of performance evaluation of independent director
- To evaluate, review and recommend to the Board, the remuneration of the Executive Directors, striking a balance between the performance and achievement.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee comprises of two Independent Directors and one non-executive Director.
Ms Pooja Kalanouria, Company Secretary and Compliance Officer, is the Secretary of the Committee.
The Committee held one meeting during on 08th February, 2018.