An Overview:

A substantial portion of the analysis and work of the Board is done by Board Committees.  The Board of Directors has delegated certain important areas to Board Committees.   The Company presently has   the following Board Committee:

Audit Committee, Nomination & Remuneration Committee and   Stakeholder’s Relationship Committee.

Committee Members are  appointed  by the Board with consideration of the desires of individual directors and as per the requirements as mandated under the Companies Act 2013 read with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

Each   committee has its own charter. The Charter sets forth the purpose, goals and responsibilities of the committees, committee structure and other procedural aspect.

Committee Structure & Responsibilities:

Audit Committee

The Audit Committee of the Board consists of five members, of which four of whom,including the Chairman, are independent directors. The composition is as under:

The roles and responsibilities of the Audit Committee is enshrined in the Audit Committee Charter,   a copy of which is available on the Company website under  “Policies & Charters”.

A synopsis of their key responsibilities inter alia includes-

• The Audit Committee is established by the Board primarily for the purpose of overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company
• Reviewing the relevance and consistency of the Accounting Standards deployed by the Company;
• The performance of the company’s internal controls and risk management and assurance function.
• Recommending to the Board the all matters related to internal and external auditors
• Reviews the risk exposures of the Company with respect to its business areas, operations as well as financials, management mechanisms and evaluation of the most relevant risks, relative to its strategy and corporate objectives.
• Review the functioning of the Vigil Mechanism established, with the Audit Chairperson being authorised to receive complaints in appropriate and exceptional cases.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises four Directors all of whom, including the Chairperson, are independent directors. The composition is as under :

The roles and responsibilities of the Nomination and Remuneration Committee is enshrined in the Nomination and Remuneration Committee Charter ,   a copy of which is available on the Company website under    “Policies & Charters”.

A synopsis of their key responsibilities inter alia includes-

• The primary purpose of the Committee is to oversee the personnel policies and practices of the company. It assists the Board in discharging its responsibilities relating to all compensation, of the company’s executives and their terms of employment.
• Formulation of the criteria for determining qualifications, positive attributes and independence of a Director;
• Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
• Review the HR policies and procedures of the Company to ensure that it provides adequate opportunities to attract and retain the best talent.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises Five Directors, Four of whom, including the Chairman, are independent directors. The composition is as under:

The roles and responsibilities of the Stakeholders Relationship Committee is enshrined in the Stakeholders Relationship Committee Charter ,   a copy of which is available on the Company website under “Policies & Charters”.

A synopsis of their key responsibilities inter alia includes-

• Consider and resolve the grievances of security holders of the Company;
• Review and Monitor the effectiveness of the share transfer process, regulatory certifications, depository related issues and workings of the Registrar and Transfer Agent;
• To supervise and ensure efficient share transfers, share transmission, transposition, etc.;
• To approve allotment, transfer, transmission, transposition, consolidation, split, name deletion and issue of duplicate share certificate of equity shares of the Company;
• To attend to any other responsibility as may be entrusted by the Board within terms of reference.