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, 2018 the Audit Committee comprised of three independent directors, Mr. Vidhu Bhushan Verma is the Chairman and Mr. Manoj Mundhra & Mr. Mahesh Kumar Kejriwal 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 Attended
|Mr. Vidhu Bhushan Verma
||Chairman Non-Executive Independent Director
|Mr. Manoj Kumar Mundhara
||Non-Executive Independent Director
|Mr. Mahesh Kumar Kejriwal **
||Non-Executive Independent Director
Ms.Arpita Dey, 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 and 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;
Nomination and Remuneration Committee
As on 31st March, 2018 the Nomination & Remuneration Committee comprised of three Independent Directors. Mr. Vidhu Bhushan Verma is the Chairman and Mr. Manoj Mundhra & Mr. Mahesh Kumar Kejriwal are the other two members of the Committee. All the members of the Committee have accounting or related financial management expertise.
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
The Committee held three meetings during the year 04th April, 2017 , 26th August, 2017 and 08th February, 2018. On meeting held on 5th October, 2016 the committee took the note of resignation of Ms Vishakha Mundra as the member of the committee w.e.f. 20th August, 2016 and discuss the necessarity of appointment of Mahesh Kumar Kejriwal.
Stakeholders Relationship Committee
The committee is headed by Mr. Vidhu Bhushan Verma (Non-Executive Independent Director) and Mr. Manoj Mundhara and Mr. Mahesh Kumar Kejriwal are the members of the committee. The Committee held one meeting during the year on 08th February, 2018. No Complaint had been received during the Financial Year 2016-17. The Company is registered with SEBI under SCORES.