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, Audit Committee comprised of Mr. Mahesh Kumar Kejriwal, Non Executive Independent Director, Mr. Jitendra Kumar Goyal, Executive Director and Mr. Vidhu Bhushan Verma, Additional Independent and Non-Executive Director where Mr. Mahesh Kumar Kejriwal is the Chairman of the meeting. 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, 14.08.2017, 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. Mahesh Kumar Kejriwal
||Chairman Non-Executive Independent Director
| Mr. Jitendra Kumar Goyal
|Mr. Vidhu Bhushan Verma
||Additional Independent and Non-Executive Director
|Mr. Mahesh Kumar Bhalotia*
|| Non-Executive Director
* Resigned w.e.f 14/11/2017
Ms.Archana Mishra, 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:
- 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 2 Non-Executive Independent Directors. Mr. Mahesh Kumar Kejriwal is the Chairman and Mr. Vidhu Bhushan Verma is the other member of the Committee. All the members of the Committee have accounting or related financial management expertise.
Function of the committee include:
- Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to remuneration of the Directors, Key Managerial Personnel and other employees;
- Formulation of criteria for evaluation of Independent Directors and the Board;
- Devising a policy on Board diversity;
- Identifying persons who are qualified to become a Director and who may be appointed in senior management;
- To decide on extension or continuation of terms of the independent director, on the basis of the report of performance evaluation of independent director
To evaluate, review and recommend to the Board, the remuneration of the Executive Directors, striking a balance between the performance and achievement.
The Committee held three meetings during the year on 15/07/2017, 11/11/2017 and 08/02/2018 respectively.
In the meeting held on15th July, 2017, the committee took note of resignation of Mr. Rama Kant Mishra from the post of Company Secretary of the Company . The Committee recommended Ms. Archana Mishra for the appointment as Company Secretary, subject to approval in the meeting of the Board of Directors.
In the meeting held on 11th November, 2017, the Committee recommended the appointment of Mr. Vidhu Bhushan Verma for the post of Non Executive Independent Director subject to approval in the meeting of The Board of Directors.
In the meeting held on 08th February, 2018, the Committee took note of the resignation of Mr. Mr. Mahesh Kumar Bhalotia from the post of Non Executive Independent.
Stakeholders Relationship Committee
The committee is headed by Mr. Mahesh Kumar Kejriwal (Non- Executive Independent Director) and Mr. Jitendra Kumar Goyal and Mr. Vidhu Bhushan Verma 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 year 2017-18. The Company is registered with SEBI under SCORES.