The following committees of the Board of Directors have been constituted
- RAudit Committee
- RStakeholders Relationship Committee
- RNomination and Remuneration Committee
- RIndependent Directors Committee
- RRisk Management Committee
The Audit Committee consists of three members. The Audit Committee was reconstituted
vide a resolution passed by the Board of Directors at its meeting held on 12th day
of February 2015
Brief description of the terms of reference:
In addition to the scope mentioned in the Clause 49 of the Listing Agreement, the
role of the Committee includes the following:
- Overview of the Company’s financial reporting process and disclosure of its financial
information to ensure that the financial statements reflect a true and fair position
and that sufficient and credible information is disclosed.
- Recommending the appointment and removal of external auditors, fixation of audit
fee and also approval for payment for any other services.
- Discussion with external auditors before the audit commences, of the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
- Reviewing the financial statements and draft audit report including quarterly /
half yearly financial information.
- Reviewing with management the annual financial statements before submission to the
Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financial statements
7. Any related party transactions
- Reviewing the company’s financial and risk management’s policies.
- Disclosure of contingent liabilities.
- Reviewing with management, external and internal auditors, the adequacy of internal
- Reviewing the adequacy of internal audit function, including the audit character,
the structure of the internal audit department, approval of the audit plan and its
execution, 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 thereon.
- Reviewing the findings of any internal investigations by the internal auditors into
the 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.
- Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
- Reviewing compliances as regards the Company’s Whistle Blower Policy.
Composition of the Audit Committee:
The Audit Committee was reconstituted vide a resolution passed by the Board of Directors
of the company at its meeting held on 12th day of February 2015.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee consist of four members. The Stakeholders
Relationship Committee was reconstituted vide a resolution passed by the Board of
Directors of the company at its meeting held on 12th day of February 2015.
The Committee has been delegated with the following powers:
- To redress shareholder and investor complaints relating to transfer of shares, Dematerialization
of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other
- To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)
- Consolidate and sub-division of share certificates etc.
- To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares
to the Registrar and Share Transfer Agents, who process share transfers within a
week of lodgment in the case of shares held in physical form. The Company has designated
an exclusive e-mail ID called complaints/grievances.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee consist of three members. Nomination & Remuneration
committee was reconstituted vide a resolution passed by the Board of Directors of
the company at its meeting held on 12th day of February 2015
The Remuneration Committee as of date comprises of three members, the details are
provided below. :
Terms of reference:
The main term of reference of the Committee is to approve the fixation/revision
of remuneration of the Managing Director/Whole Time Director of the Company and
- To take into account the financial position of the Company, trend in the industry,
appointee’s qualification, experience, past performance, past remuneration etc.
- To bring out objectivity in determining the remuneration package while striking
a balance between the interest of the Company and the Shareholders.
The objectives of the remuneration policy are to motivate Directors to excel in
their performance, recognize their contribution and retain talent in the organization
and reward merit.
The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered, individual performance etc.
Constitution Of Independent Directors Committee
The Independent Director Committee consists of three members. The Independent Directors
Committee was constituted vide a resolution passed by the Board of Directors of
the company at its meeting held on 12th day of February 2015.
The Details of composition of the Committee are given below: