AUDIT COMMITTEE

“RESOLVED THAT pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,Audit Committee of the company be and is hereby constituted with the following composition, ad its terms of reference.

The terms of reference of Audit Committee complies with the requirements of the Companies Act, 2013. The committee presently comprises the following three (3) directors.

Composition of Audit Committee:

Name of the Director

Status

Nature of Directorship

Mr. DhirendraSangal

Chairman

Non-Executive & Independent Director

Mr. Sugreev Singh

Member

Non-Executive & Independent Director

Mr. Sanjay Bansal

Member

Managing Director

Mr. DhirendraSangalis the Chairman of the Audit Committee.

The Company Secretary of the Company acts as the Secretary to the Audit committee.

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:
    1. Matters required being included in the Directors Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 2013.
    2. Changes, if any, in accounting policies and practices and reasons for the same.
    3. Major accounting entries involving estimates based on the exercise of judgment by management.
    4. Significant adjustments made in the financial statements arising out of audit findings.
    5. Compliance with listing and other legal requirements relating to financial statements.
    6. Disclosure of any related party transactions.
    7. Qualifications 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, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
  8. 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.
  9. Discussion with internal auditors on any significant findings and follow up there on.
  10. 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.
  11. 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.
  12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
  13. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
  14. 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 & background, etc. of the candidate.
  15. To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated frivolous complaints against any Director or Employee.

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.
  1. NOMINATION AND REMUNERATION COMMITTEE

RESOLVED THAT pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,the consents of the Board of Director of the Company be and are hereby accorded to constitute the Nomination and Remuneration Committee, its composition and terms

Composition of Nomination and Remuneration Committee

Name of the Director

  •  

Nature of Directorship

Mr. DhirendraSangal

Chairperson

Non-Executive & Independent Director

Mr. Sugreev Singh

Member

Non-Executive & Independent Director

Mr. Ashish Garg

Member

Non-Executive

Mr. DhirendraSangalis the Chairman of the Nomination and Remuneration Committee.

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee are:

  • To recommend to the Board, the remuneration packages of the Company’s Managing/Joint Managing/Deputy Managing/Whole time / Executive Directors, including all elements of remuneration package(i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);
  • To be authorized at its duly constituted meeting to determine on behalf the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing/Joint Managing/ Deputy Managing/ Whole time/Executive Directors, including pension rights and any compensation payment;
  • 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.

 

 

 

  1. STAKEHOLDER RELATIONSHIP COMMITTEE

“RESOLVED THAT pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the consents of the Board of Director of the Company be and are hereby accorded to constitute the Stakeholder Relationships Committee, its composition and terms of reference to redress the complaints of the shareholders.

Composition of Stakeholder Relationships Committee

Name of the Director

Status

Nature of Directorship

Mr. DhirendraSangal

Chairperson

Non-Executive & Independent Director

Mr. Sugreev Singh

Member

Non-Executive & Independent Director

Mr. Ashish Garg

Member

Non-Executive

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

  • Redressal of shareholders’/investors’ complaints;

 

  • 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;

 

  • Issue of duplicate certificates and new certificates on split/consolidation/renewal;

 

  • Non-receipt of declared dividends, balance sheets of the Company; and

 

  • Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.