Committees of the Board
As on 31st March 2016, the Company had three committees of the Board of Directors – Audit Committee, Nomination and 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:
As on 31st March, 2016 the Audit Committee comprised of three Independent Mr. Vidhu Bhushan Verma is the Chairman and Mr. Manoj Mundhra & Ms. Vishakha Mundra are the other two members of the Committee. 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 30.05.2016, 12.08.2015, 13.11.2015 and 08.02.2016.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. Vidhu Bhushan Verma
||Chairman-Non-Executive- Independent Director
|Mr. Manoj Kumar Mundhara
||Non-Executive Independent Director
|Ms. Bharti Ranga*
|Ms. Vishakha Mundhra**
||Non-Executive Independent Director
*Resigned w.e.f 2nd February, 2016
** Appointed w.e.f 9th February, 2016
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
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, 2016 the Nomination & Remuneration Committee comprised of three Independent Directors. Mr. Vidhu Bhushan Verma is the Chairman and Mr. Manoj Mundhra & Ms. Vishakha Mundra are the other two members 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 15th July, 2015, 9th February, 2016 and 2nd March, 2016. On meeting held on 9th February the committee took note of resignation of Ms. Bharti Ranga, Mr Ashish Jalan, and further note Mr Jitendra Kumar Goyal as to resigned as member of committee as executive director cannot be member of the committee. Ms. Vishaka Mundra and Mr Mahesh Kumar Bhalotia were the new members on the committee.
None of the Non-executive Directors held any shares in the Company.
Sitting fee has been waived and no sitting fee is presently paid to any director or any member of any committee of Directors.
Stakeholders Relationship Committee
The committee is headed by Mr. Nikunj Kanodia, as Chairman (Non-Executive Director) and Mr. Jitendra Kumar Goyal,, Ms. Vishakha Mundhra are the member of the committee. Ms Poonam Dalmia, Company Secretary and Compliance Officer, is the Secretary of the Committee. The Committee held one meeting during the year on 9th February, 2016. No Complaint had been received during the Financial Year 2015-16. The Company is registered with SEBI under SCORES.