Committees of the Board
The Board of Directors of the Company has constituted three Committees viz, Audit Committee, Nomination & Remuneration Committee and 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:
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.
The terms of reference of the Audit Committee are as per the guidelines set out in the Listing Regulation with the Stock Exchanges read with Section 177 of the Companies Act, 2013.
As on 31st March, 2016 the Audit Committee comprised of three members Mr. Jitendra Kumar Goyal is the Chairman and Mr. Vidhu Bhushan Verma & Ms. Pooja Agarwalla 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 30.05.2015, 12.08.2015, 13.11.2015 and 08.02.2015.The composition of the committee and attendance at its meeting is given below:
|Name of the Director
||No. of Meetings Held
||No. of Meetings Attended
|Mr. Jitendra Kumar Goyal
||Chairman-Non-Executive Independent Director
|Mr. Vidhu Bhushan Verma
||Non-Executive Independent Director
|Ms. Pooja Agarwalla
The Functions 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 And Remuneration Committee
As on 31st March, 2016 the Nomination & Remuneration Committee comprised of three Independent Directors. Mr. Jitendra Kumar Goyal is the Chairman and Mr. Vidhu Bhushan Verma & Ms. Pooja Agarwalla are the other two members of the Committee
The Committee held two meetings during the year 9th February, 2016 and 2nd March, 2016. On 2nd March, 2016 the Committee recommended the appointment of Mr Rama Kant Mishra as a Company Secretary. Also in that meeting the committee recommended the appointment of Mr. Pankaj Marda as the Chief Financial officer (CFO) of the Company
Terms Of Reference Of The Committee, Inter Alia, Includes The Following:
- To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal
- To carry out evaluation of every Director’s performance
- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees
- To formulate the criteria for evaluation of Independent Directors and the Board
- To devise a policy on Board diversity
- To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria
Stakeholders Relationship Committee
During the year under review, the Stakeholders Relationship Committee comprised of three Directors, The present Members of the Committee are Mr. Jitendra Kumar Goyal, Chairman, Mr. Vidhu Bhushan Verma and Ms. Pooja Agarwalla
The Committee held one meeting during on 9th February, 2016.
Terms of Reference of the Committee, inter alia, includes the following:
- To approve all transfers (including transmission, transposition, remat) requests received.
- To review action taken on shareholders’ grievances and to advise if any further action to be taken.
- To ensure that correspondence with the shareholders are promptly dealt with by the Company and no cases were pending as on 31st March, 2016.
Shares received for transfer are processed promptly, approved by the Committee and ratified at the following Board Meeting.
The Company did not receive any complaint from any shareholder during the year and no complaint was pending as on 31.03.2016.