Board Committees


I. COMMITTEES
AUDIT COMMITTEE
a) Qualified & Independent Audit Committee:

The Audit Committee is functioning as under:
• At present the committee comprises of Non-Executive Directors Independent Director Shri Jiten Tiwari, Shri. Anil Kumar Aggarwal and Smt. Shirin Bhatt.
• All the members of the committee are financially literate.
• Mr. Anil Kumar Aggarwal is appointed as Chairman of the Audit Committee.
• The terms of reference of the committee have been revised in conformity with the provisions of section 177 of the Companies Act, 2013 and the new/revised clause 49 of the listing agreement.
• The Company Secretary of the Company acted as the Secretary to the Audit Committee.

b) Responsibilities of the Audit Committee :
The Audit Committee reports to the Board and is primarily responsible for:
1. Overseeing of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment, the replacement or removal of the Auditor (financial) and fixing of audit fees.
3. Approval of payment to Auditors (financial) for any other services rendered by them.
4. Reviewing, with the management, the annual financial statements and auditor’s and director’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 director’s report in accordance with 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 review, and approve any transactions with related parties;
Dealing with qualifications in the draft audit report;
Review management letters / letters of internal control weaknesses issued by the Auditors;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.
7. Scrutiny of inter-corporate loans and investments. .
8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
9. To review the functioning of the Whistle Blower mechanism.
10. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

REMUNERATION COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE
The Board of the Company has decided that the committee will also be known with the name Nomination and Remuneration Committee as required under section 178 of the Companies Act, 2013. The Committee recommends remunerations, promotions, increments and considers the appointment of Executives Directors as and when required:

At present the Remuneration Committee of the Company comprises of the following members who are Directors of the Company:
1. Sunita Inder
2. Anil Kumar Aggarwal
3. Shirin Bhatt

The Company is not paying any Remuneration to the Directors.

The Nomination and Remuneration Committee is primarily responsible to:
i. Identify potential candidates to become Board Members.
ii. Recommending nominees to various Committees of the Board.
iii. Recommending remuneration for non-Executive/Independent Directors.
iv. Ensuring that appropriate procedures are in place to assess Board's effectiveness.
v. Developing an annual evaluation process of the Board and its Committees.
vi. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel etc.
vii. Formulation of criteria for evaluation of Independent Directors and the Board;
viii. Assist the Board in ensuring that affordable, fair and effective compensation philosophy and policies are implemented;
ix. Any other matter referred to the Nomination and Remuneration Committee by the Board of Directors of the Company.

SHAREHOLDERS’/ INVESTORS’ GRIEVANCE COMMITTEE/STAKEHOLDERS RELATIONSHIP COMMITTEE:


The Board has decided that Shareholders’/ Investors’ Grievance Committee of the Company will also be known as Stakeholder Relationship Committee as required under section 178 of the Companies Act, 2013. The Board had delegated the power to consider and resolve grievance of security holders of the company to Shareholders’/ Investors’ Grievance Committee /Stakeholders Relationship committee.

The Shareholders’/ Investors’ Grievance Committee/ Stakeholder’s Relationship committee presently comprises of three members who are Directors of the Company viz Smt. Sunita Inder, Shri. Anil Kumar Aggarwal and Smt. Shirin Bhatt.

In compliance with the SEBI guidelines the Company has appointed M/s. Skyline Financial Services Pvt. Limited as RTA (Registered Transfer Agent) to look after the share transfer, transmission, transposition, issuance of duplicate share certificate, share de-materialization / re-materialization etc. independently under the supervision and control of the Shareholders’/Investors’ Grievance Committee.

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