The members of the Audit Committee are:
1. Latika Prakash Pradhan, (Non-Executive, Independent Director) Chairman;
2. Gopal Jain; (Non-Executive, Nominee Director) and
3. Narayan Ramachandran (Non-Executive, Independent Director).
4. V. Raghunathan (Independent Director)
The Audit Committee meets at least four times in a year. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations and its terms of reference include the following:
(a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;
(b) Review and monitor the auditor’s independence and performance and effectiveness of audit process;
(c) Examination of the financial statement and the auditors report thereon;
(d) Approval or any subsequent modification of transactions of the company with related parties;
(e) Scrutiny of inter-corporate loans and investments;
(f) Valuation of undertakings or assets of the company, wherever it is necessary;
(g) Evaluation of internal financial controls and risk management systems; and
(h) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
1. Narayan Ramachandran, (Non-Executive, Independent Director) Chairman;
2. Latika Prakash Pradhan (Non-Executive, Independent Director); and
3. Gopal Jain (Non-Executive, Nominee Director).
The terms of reference of the Nomination and Remuneration Committee include:
(a) Periodically oversee an evaluation of the Board, and recommend desirable changes in Board size, composition, Committees structure and processes, and other aspects of the Board’s functioning;
(b) Recommend new Board members in light of resignation of current members or a planned expansion of the Board;
(c) Review stockholder proposals relating to Board’s composition and recommend an appropriate course of action;
(d) Review key corporate governance processes not specifically assigned to other committees, and recommend changes needed to ensure that the company is at best practice;
(e) formulate criteria for determining qualifications, positive attributes and independence of Director and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees;
(f) Review and recommend to the Board the appointment and fixation of compensation payable to KMPs, whole time Directors, Non Executive Directors and draw up the policy on ESOP and recommend the same to the Board for its adoption.
(g) Review and recommend the compensation and variable pay for Executive Directors to the Board, KMPs and Senior Management Cadre;
(h) Draw up a policy on Delegation of Authority and recommend the same in consultation with Audit Committee to the Board for its approval; and
(i) Perform other activities related to its charter as requested by the Board of Directors or to address issues related to any significant subject within its term of reference.
Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:
1. V Raghunathan (Non-Executive, Independent Director) Chairman;
2. Manish Mahendra Sabharwal; (Chairman) and
3. Ashok Kumar Nedurumalli, (Managing Director).
The terms of reference of the Stakeholders’ Relationship Committee of our Company include:
(a) Redressal of shareholders’/investors’ grievances;
(b) Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
(c) Issue of duplicate certificates and new certificates on split/consolidation/renewal;
(d) Non-receipt of declared dividends, balance sheets of the Company or any other documents or information to be sent by the Company to its shareholders; and
(e) Carrying out any other function as prescribed under in the Listing Regulations.
Corporate Social Responsibility Committee
The members of the Corporate Social Responsibility Committee are:
1. V. Raghunathan, (Non-Executive, Independent Director) Chairman;
2. Manish Mahendra Sabharwal; (Chairman) and
3. Ashok Kumar Nedurumalli (Managing Director).
The terms of reference of the Corporate Social Responsibility Committee of our Company include the following:
(a) Formulate and recommend to the Board a Corporate Social Responsibility Policy (“CSR Policy”)
(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (i);
(c) Monitor the Corporate Social Responsibility Policy of the company from time to time; and
(d) Monitor the amount approved by the Board is spent for the purpose and report the same to the Board.
Risk Management Committee
The members of the Risk management Committee are:
1. Ashok Kumar Nedurumalli, (Managing Director) Chairman;
2. Latika Prakash Pradhan; (Non-Executive, Independent Director) and
3. Manish Mahendra Sabharwal (Chairman).
The terms of reference of the Risk Management Committee of our Company include monitoring and reviewing of the risk management plan and fixing the strategies to mitigate such risk and appraise the Board and such other functions that the Board that may deem fit.
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