Corporate Governance
 
 
COMMITTEE'S
 

  • Audit Committee

  • Nomination and Remuneration Committee

  • Shareholders'/ Investors' Grievances Committee/ Stakeholders Relationship Committee

  • Internal Complaints Committee

AUDIT COMMITTEE:

Qualified and Independent Audit Committee

Term of reference and Composition-

The terms of reference and Composition of Audit Committee cover areas mentioned under Clause 49 (III) of the Listing Agreement as well as Section 177 of the Companies Act, 2013, which inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors besides other terms as may be referred by the Board of Directors from time to time.

The Audit Committee comprised of three Directors out of them, Two were Non-executive Independent Directors and One Executive Director, namely Mr. Ganesh Dass Aggarwal (Chairman of the Committee), Mr. Kishan Behari Jain and Mrs. Preeti Agarwal, Members of the Committee.

All members of the Audit Committee are financially literate and possess requisite accounting or financial management expertise.

Powers of Audit Committee

The Audit Committee has the following powers:

  • To investigate any activity within its terms of reference or in relation to the compliance with the provisions of the Companies Act, 2013 or referred to it by the Board;

  • To seek any information from any employee;

  • To obtain outside legal and professional advice;

  • To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

  1. Overseeing of the company's financial reporting process and the disclosure of its financial information to ensure that the financial information is correct, sufficient and credible.

  2. Recommending the appointment, reappointment and replacement/removal of statutory auditors and fixation of audit fee.

  3. Approving payment for any other services by statutory auditors.

  4. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on;

    • Matters required being included in the Directors' Responsibility Statement included in the report of the board of directors.

    • Any changes in accounting policies and practices.

    • Major accounting entries based on exercise of judgment by management.

    • Qualifications in draft statutory audit report.

    • Significant adjustments arising out of audit.

    • Compliance with listing and other legal requirements concerning financial statements.

    • Any related party transactions.

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

  6. Reviewing with management, external and internal auditors, the adequacy of internal control systems.

  7. Reviewing the adequacy of internal audit function, 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.

  8. Discussion with internal auditors any significant findings and follow up thereon.

  9. 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.

  10. Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post- audit discussion to ascertain any area of concern.

  11. 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.

  12. To review the functioning of the whistle blower mechanism, in case the same is existing.

  13. Carrying out any other function as is mentioned in the terms of reference of the audit committee. Review the following information:

    • Management discussion and analysis of financial condition and results of operations; internal audit reports relating to internal control weaknesses;

    • Management letters/letters of internal control weaknesses issued by statutory /internal auditors;

    • Statement of significant related party transactions; and

    • The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

Mr. Jitesh Grover, Company Secretary acts as the Secretary to the Committee.

Review of Information by Audit Committee
The Committee regularly reviews the Management Discussion and Analysis of financial condition and result of operations of the Company and significant related party transactions from time to time.

NOMINATION AND REMUNERATION COMMITTEE
Composition and Terms of reference

The Nomination and Remuneration Committee consists of three Members, comprising two Non-Executive Independent Directors namely Mr. Kishan Behari Jain (Chairman of the Committee), Mr. Ganesh Dass Agarwal (Member) and one Non-Executive Director, Mr. Manohar Lal Agarwal (Member), The Composition of the Nomination and Remuneration Committee and terms of reference meets the requirement of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange(s).

The terms of reference of the Nomination and Remuneration Committee, interalia, consist of reviewing the overall compensation policy and structure, service agreements and other employment conditions for the members of the board.

Monitoring and Reporting

The Nomination and Remuneration Committee will review the Policy periodically, which will include an assessment of the effectiveness of the Policy. The Committee will discuss any revision that may be required and recommend the same to the Board for approval.

Mr. Jitesh Grover, Company Secretary acts as the Secretary to the Committee.


SHAREHOLDERS'/ INVESTORS' GRIEVANCES COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition
The Stakeholders Relationship Committee consists of three Members, comprising two Non-Executive Independent Directors namely Mr. Ganesh Dass Agarwal (Member), Mr. Kishan Behari Jain (Member) and one Non-Executive Director, Mr. Manohar Lal Agarwal (Chairman of the Committee), The Composition of the Stakeholders Relationship Committee and terms of reference meets the requirement of Section 178 (5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange(s).

Terms of reference:

  1. To scrutinize and approve registration of transfer of shares/debentures/warrants issued/to be issued by the Company.

  2. To exercise all power conferred on the Board of Directors under Articles 43 of the Articles of Association;

  3. To decide all questions and matters that may arise in regard to transmission of shares/ debentures/warrants issued/to be issued by the Company;

  4. To approve and issue duplicate shares/ debentures in lieu of those reported lost;

  5. To refer to the Board any proposal of refusal of registration of transfer of shares for their consideration;

  6. To look into shareholders & investors complaints like transfer of shares, non-receipt of annual reports etc.

  7. To delegate all or any of its power to officers/authorized signatories of the Company.

Mr. Jitesh Grover, Company Secretary acts as the Secretary to the Committee.


INTERNAL COMPLAINTS COMMITTEE
Composition and Terms of reference
The Internal Complaints Committee also known as the POSH Committee (Prevention of Sexual Harassment) consists of three Members, comprising two Executive Directors namely Mrs. Preeti Agarwal (Chairman of the Committee), Mrs. Priyanka Agarwal (Member) and one Non-Executive Independent Director, Mr. Ganesh Dass Agarwal (Member), in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is committed for providing and promoting a safe and healthy work environment for all its employees. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a 'Prevention of Sexual Harassment' Policy (POSH) that is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace, alongwith a structured reporting and redressal mechanism and to inquire into complaints of sexual harassment and recommend appropriate action. The POSH Policy is displayed on the Company's Website and is also communicated to employees through e-mails, communication campaigns and other channels.

Mr. Jitesh Grover, Company Secretary acts as the Secretary to the Committee.



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