Committees Of Board

The Audit committee comprises of following Directors as Members:

  • Mr. Mohinder Pal Singh - Chairman of the Committee
  • Mr. Ramesh Kumar Khanna - Member
  • Dr. Aruna Oswal - Member
  • Mr. Pulkit Gupta - Member
  • Mr. Gopal, Company Secretary & Compliance Officer acts as Secretary to the Committee
The terms of reference of Audit Committee are as under:
  1. oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  2. recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
  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 and auditors’ report thereon before submission to the board for approval, with particular reference to:
    • a) 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; and
    • modified opinions/ qualifications/ remarks in the draft audit report.
  5. reviewing with the management, the quarterly financial results 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. Review and monitor the auditor’s independence and performance and effectiveness of audit process;
  8. Approval or any subsequent modification of transactions of the Company with related parties;
  9. Scrutiny of inter-corporate loans and investments;
  10. Valuation of undertakings or assets of the Company, wherever it is necessary;
  11. Evaluation of internal financial controls and risk management systems;
  12. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  13. 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;
  14. Discussion with internal auditors of any significant findings and follow up thereon;
  15. 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;
  16. 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;
  17. 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;
  18. To review the functioning of the Whistle Blower mechanism;
  19. Approval of appointment of CFO (or any other person heading the finance function of discharging that function) after assessing the qualifications, experience and background etc., of the candidate;
  20. Review compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.
Constitution of Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises of following Directors as Members:

  • Mr. Mohinder Pal Singh - Chairman of the Committee
  • Mr. Anil Kumar Bhalla - Member
  • Dr. Aruna Oswal - Member
  • Mr. Pulkit Gupta - Member
  • Mr. Gopal, Company Secretary & Compliance Officer acts as Secretary to the Committee
The terms of reference of Nomination & Remuneration Committee are as under:
  1. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
  2. Specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;
  3. 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;
  4. Formulation of criteria for evaluation of Independent Directors and the Board;
  5. Devising a policy on Board diversity;
  6. Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-Executive Directors;
  7. All information about the Directors/ Managing Directors/ Wholetime Directors/ Key Managerial Personnel i.e. background details, recognition or awards, job profile shall be considered and disclosed to shareholders, where required;
  8. The Committee shall take into consideration and ensure the compliance of provisions under Schedule V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors / Wholetime Directors;
  9. While approving the remuneration, the Committee shall take into account financial position of the Company, trend in the industry, qualification, experience and past performance of the appointee;
  10. Recommending to the Board, all remuneration, in whatever form, payable to senior management;
  11. The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and the shareholders.
Constitution of Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as Members:

  • Mr. Anil Kumar Bhalla - Chairman of the Committee
  • Mr. Pulkit Gupta - Member
  • Mr. Bhola Nath Gupta - Member
  • Mr. Gopal, Company Secretary & Compliance Officer acts as Secretary to the Committee
The terms of reference of Stakeholders Relationship Committee are as under:
  1. Allotment of all types of securities to be issued by the Company;
  2. Dealing with complaints about non-receipt of declared dividend, non-receipt of Annual Reports, issue of new/duplicate certificates, general meetings etc.;
  3. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends, if any, and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders;
  4. Investigate into security holders/ other investor’s complaints and take necessary steps for redressal thereof;
  5. Review of measures taken for effective exercise of voting rights by shareholders;
  6. To perform all functions relating to the interests of shareholders / security holders/ investors of the Company as may be required by the provisions of the Companies Act, 2013, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any other regulatory authority;
  7. Authorise Company Secretary or other persons to take necessary action;
  8. Appointment and fixation of remuneration of the Registrar and Share Transfer Agent and Depositories and to review their performance;
  9. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
  10. Transfer, transposition and transmission of securities;
  11. Issuance of duplicate shares or other securities.
Constitution of Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of following Directors as Members:

  • Dr. Aruna Oswal - Chairman of the Committee
  • Mr. Anil Kumar Bhalla - Member
  • Mr. Pulkit Gupta - Member
  • Mr. Gopal, Company Secretary & Compliance Officer acts as Secretary to the Committee
The terms of reference of Corporate Social Responsibility Committee are as under:
  1. Preparation of Corporate Social Responsibility Policy for the Company and to recommend the Board for its approval
  2. Seek monitoring and implementation report from the Organizations receiving funds.
  3. Delegate a designated company official to co-ordinate with the Organization receiving funds to inspect the activities undertaken and ensure information in a timely manner.
  4. To report periodically on the CSR activities of the Company to the Board and in the Board’s report;
  5. To seek expert advice on CSR activities of the Company that may be appropriate to discharge its responsibilities; and
  6. To take up any other roles and responsibilities delegated by the Board from time to time.